CORPORATE GOVERNANCE POLICIES, GUIDELINES AND MANUALS OF THE
COMPANY; (II) NOT ENTER INTO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING WITH
ANY PERSON (X) OTHER THAN THE COMPANY WITH RESPECT TO ANY DIRECT OR INDIRECT
COMPENSATION, REIMBURSEMENT OR INDEMNIFICATION IN CONNECTION WITH SERVICE OR
ACTION AS A DIRECTOR OF THE COMPANY, (Y) CONCERNING HOW SUCH PROPOSED NOMINEE,
IF ELECTED AS A DIRECTOR OF THE COMPANY, WILL ACT OR VOTE ON ANY ISSUE OR
QUESTION OR (Z) THAT COULD LIMIT OR INTERFERE WITH SUCH PROPOSED NOMINEE'S
ABILITY TO COMPLY, IF ELECTED AS A DIRECTOR OF THE COMPANY, WITH SUCH PROPOSED
NOMINEE'S FIDUCIARY DUTIES UNDER APPLICABLE LAW; (III) KEEP CONFIDENTIAL ANY AND
ALL INFORMATION CONCERNING OR RELATING TO THE COMPANY OR ANY OF ITS AFFILIATES
OR ASSOCIATES, TOGETHER WITH ANY NOTES, ANALYSES, REPORTS, MODELS, COMPILATIONS,
STUDIES, INTERPRETATIONS, DOCUMENTS, RECORDS OR EXTRACTS THEREOF CONTAINING,
REFERRING TO, RELATING TO, BASED UPON OR DERIVED FROM SUCH INFORMATION, IN WHOLE
OR IN PART AND NOT DISCLOSE TO ANY THIRD PARTIES DISCUSSIONS OR MATTERS
CONSIDERED IN MEETINGS OF THE BOARD OR BOARD COMMITTEES; AND (IV) COMPLETE THE
COMPANY'S STANDARD DIRECTOR AND OFFICER QUESTIONNAIRE AND OTHER REASONABLE AND
CUSTOMARY DIRECTOR DOCUMENTATION REQUIRED BY THE COMPANY IN CONNECTION WITH THE
ELECTION OF BOARD
-1-
MEMBERS.
UPON ELECTION TO THE BOARD, THE PROPOSED NOMINEE WILL BE SUBJECT TO
THE SAME PROTECTIONS AND OBLIGATIONS, AND SHALL HAVE THE SAME RIGHTS AND
BENEFITS, AS ARE APPLICABLE TO ALL OTHER DIRECTORS OF THE COMPANY.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE COMPANY'S
AND THE ENGAGED GROUP'S RESPECTIVE OBLIGATIONS UNDER THIS SECTION 1 SHALL
PERMANENTLY CEASE UPON THE EARLIEST TO OCCUR OF (I) THE EXPIRATION OF THE
RESTRICTED PERIOD, (II) THE ENGAGED GROUP CEASING TO BENEFICIALLY OWN AT LEAST
FOUR PERCENT (4.0%) (THE "MINIMUM INTEREST") OF THE OUTSTANDING VOTING
SECURITIES (AS DEFINED BELOW) AND (III) THE OTHER PARTY MATERIALLY BREACHING ANY
OF ITS OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, IF A PROPOSED
NOMINEE IS SERVING AS A DIRECTOR AT THE TIME OF TERMINATION OF THIS AGREEMENT
NOTHING IN THIS AGREEMENT SHALL BE INTERPRETED TO MEAN THAT SUCH PROPOSED
NOMINEE IS REQUIRED TO TENDER THEIR RESIGNATION PRIOR TO THE EXPIRATION OF HIS
OR HER TERM AS DIRECTOR.
2.
STANDSTILL.
(A)
FOR THE PURPOSES OF THIS AGREEMENT, THE "RESTRICTED
PERIOD" SHALL MEAN THE PERIOD FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL
THE DAY THAT IS THIRTY (30) DAYS PRIOR TO THE DEADLINE FOR SHAREHOLDER
NOMINATIONS OF DIRECTORS FOR ELECTION AT THE COMPANY'S 2018 ANNUAL MEETING OF
SHAREHOLDERS.
(B)
DURING THE RESTRICTED PERIOD, NONE OF THE INVESTORS SHALL, DIRECTLY OR
INDIRECTLY, AND EACH INVESTOR AGREES AND SHALL CAUSE EACH OF ITS AFFILIATES AND
ASSOCIATES NOT TO, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE COMPANY (IT BEING
UNDERSTOOD THAT THE FOREGOING SHALL NOT RESTRICT THE PROPOSED NOMINEE FROM
TAKING ANY ACTION IN HIS OR HER CAPACITY AS A DIRECTOR IN A MANNER CONSISTENT
WITH HIS OR HER FIDUCIARY DUTIES TO THE COMPANY):
(I)
SOLICIT PROXIES OR WRITTEN CONSENTS OF SHAREHOLDERS (INCLUDING ANY
SOLICITATION OF