EXCHANGE OFFER, THROUGH THE
ACQUISITION OF CONTROL OF ANOTHER PERSON OR BY JOINING A PARTNERSHIP, LIMITED
PARTNERSHIP, SYNDICATE OR OTHER "GROUP" (AS DEFINED UNDER SECTION 13(D) OF THE
EXCHANGE ACT), BENEFICIAL OWNERSHIP OF VOTING SECURITIES IN AN AMOUNT THAT WOULD
RESULT IN THE INVESTORS AND THEIR AFFILIATES AND ASSOCIATES HAVING BENEFICIAL
OWNERSHIP IN THE AGGREGATE OF TEN PERCENT (10%) OR MORE OF THE OUTSTANDING
VOTING SECURITIES; OR
(XV)
(A) ENTER INTO ANY DISCUSSIONS, NEGOTIATIONS, AGREEMENTS OR UNDERTAKINGS
WITH ANY PERSON WITH RESPECT TO THE FOREGOING OR ADVISE, ASSIST, ENCOURAGE, (B)
SEEK TO PERSUADE OTHERS TO TAKE ANY ACTION
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WITH RESPECT TO ANY OF THE FOREGOING OR (C) TAKE ANY ACTION THAT WOULD CAUSE OR
MIGHT REASONABLY LEAD TO THE COMPANY TO BE REQUIRED TO MAKE PUBLIC DISCLOSURE
REGARDING ANY OF THE FOREGOING.
(C)
AT ANY MEETING OF SHAREHOLDERS OF THE COMPANY OCCURRING DURING THE
RESTRICTED PERIOD, EACH OF THE INVESTORS AGREES TO APPEAR IN PERSON OR BY PROXY
AND TO VOTE ALL OF THE VOTING SECURITIES IT DIRECTLY OR INDIRECTLY BENEFICIALLY
OWNS (I) IN FAVOR OF THE ELECTION OF THE COMPANY'S SLATE OF DIRECTOR NOMINEES
AND (II) AGAINST ANY SHAREHOLDER NOMINATIONS FOR DIRECTOR THAT ARE NOT APPROVED
AND RECOMMENDED BY THE BOARD FOR ELECTION AT SUCH MEETING.
(D)
AS USED IN THIS AGREEMENT:
(I) THE TERM "VOTING SECURITIES" SHALL MEAN THE
COMMON STOCK, AND ANY OTHER SECURITIES OF THE COMPANY ENTITLED TO VOTE IN THE
ELECTION OF DIRECTORS, OR SECURITIES CONVERTIBLE INTO, OR EXERCISABLE OR
EXCHANGEABLE FOR, COMMON STOCK OR OTHER SECURITIES, WHETHER OR NOT SUBJECT TO
THE PASSAGE OF TIME OR OTHER CONTINGENCIES; (II) THE TERM "BENEFICIAL OWNER"
SHALL HAVE THE SAME MEANING AS SET FORTH IN RULE 13D-3 PROMULGATED BY THE SEC
UNDER THE EXCHANGE ACT, EXCEPT THAT A PERSON WILL ALSO BE DEEMED TO BENEFICIALLY
OWN (A) ALL VOTING SECURITIES THAT SUCH PERSON HAS THE RIGHT TO ACQUIRE PURSUANT
TO THE EXERCISE OF ANY RIGHTS IN CONNECTION WITH ANY SECURITIES OR ANY
AGREEMENT, REGARDLESS OF WHEN SUCH RIGHTS MAY BE EXERCISED AND WHETHER THEY ARE
CONDITIONAL, AND (B) ALL VOTING SECURITIES IN WHICH SUCH PERSON HAS ANY ECONOMIC
INTEREST, INCLUDING PURSUANT TO A CASH-SETTLED CALL OPTION OR OTHER DERIVATIVE
SECURITY (INCLUDING SWAPS), CONTRACT OR INSTRUMENT IN ANY WAY RELATED TO THE
PRICE OF ANY VOTING SECURITIES (AND THE TERMS "BENEFICIALLY OWN" AND "BENEFICIAL
OWNERSHIP" SHALL HAVE CORRELATIVE MEANINGS); (III) THE TERM "PERSON" OR
"PERSONS" SHALL MEAN ANY INDIVIDUAL, CORPORATION (INCLUDING NOT-FOR-PROFIT),
GENERAL OR LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT VENTURE,
ESTATE, TRUST, ASSOCIATION, ORGANIZATION OR OTHER ENTITY OF ANY KIND OR NATURE;
AND (IV) THE TERM "TRIGGERING EVENT" SHALL MEAN THAT THE COMPANY PUBLICLY
ANNOUNCES (A) THAT THE BOARD HAS DETERMINED TO MAKE A MAJOR CHANGE IN ITS
STRATEGY FROM ITS STRATEGIC PLAN DESCRIBED IN THE COMPANY'S Q3-2016 EARNINGS
PRESENTATION FILED AS EXHIBIT 99.1 ON THE COMPANY'S CURRENT REPORT ON FORM 8-K
(FILE NO. 001-10560) AS FILED WITH THE SEC ON OCTOBER 21, 2016, (B) A MATERIAL
CAPITAL ALLOCATION DECISION AFFECTING MORE THAN 5% OF