Common use of Board Matters Clause in Contracts

Board Matters. (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026). (c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative: (i) increase the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject to a Disqualification Event.

Board Matters. Unless otherwise agreed by the Board of Directors (the “Board”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settledExcept with Investor Director Consent, the Conversant Investor no business shall have the right to designate one (1) member be transacted at any meeting of the Board (or committee of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer The Company shall cause the Conversant Board Representative to be elected or appointed send to the Board Directors (in electronic form if so required): (i) reasonable advance notice of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special each meeting of the Board (being not fewer than five Business Days) and each committee of Directors or stockholders or pursuant the Board, such notice to any be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting or committee of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansionBoard). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member copy of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026)minutes. (c) For so long as The Investor Directors shall be entitled to call a Board meeting on the Conversant Investor holds giving of one week’s notice to the right to designate a member remaining members of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative: (i) increase the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of DirectorsBoard. (d) The Issuer Company will reimburse the Conversant Board Representative non-employee Directors and Observers for its the reasonable costs and documented out-of-out of pocket expenses incurred by them in connection with travel to or from and attendance at each meeting respect of attending meetings of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director Company or carrying out authorised business on behalf of the Board of DirectorsCompany. (e) For so long as The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Conversant Investor holds Series B Director) together with the right Independent Director (to designate a member the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of the Issuer Board of Directors, in the event that a vacancy is created at equity pursuant to any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the sameEmployee Stock Option Plan). (f) If The Investor Directors may sit on any committee formed by the Issuer reasonably determines that the Conversant Board Representative is subject to any Board. (g) The composition of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative board of directors of any subsidiary shall not be eligible for appointment to determined by the Board of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject to a Disqualification Eventacting with Investor Director Consent.

Board Matters. Until such time as all Notes have been either fully repaid or fully converted into Common Stock, Issuer will maintain a board comprised of 7 (aseven) directors and will use all reasonable efforts to keep all board positions continuously filled with suitably qualified individuals, and to keep vacancies to a minimum, so as to provide Issuer with adequate corporate governance resources. During such period, Issuer will also procure and maintain directors and officer’s liability insurance with customary liability limits and coverage terms. For as purposes of this Section 4.2.1, a suitably qualified director candidate will be someone (1) with qualifications and strengths that balance and complement the qualifications and strengths of other board members, (2) who possesses independence, knowledge, judgment, character, leadership skills, requisite education and relevant experience, and (3) who has a high moral standing and is not currently and has not previously been the subject of any Proceedings, whether or not convicted of any wrongdoing, that call into question such person’s character, judgment or integrity. Notwithstanding the foregoing, so long as fifty percent (50%) any principal or interest on any of the original principal amount Notes is outstanding, the holders of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one appoint a non-voting representative (1the “Observer”) member to attend meetings of the Board board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders directors of the Issuer, to change the representative so appointed at any time and, upon the resignation of such representative for any reason, to reappoint such a representative. Issuer shall provide the Observer with a copy of any materials to be distributed or discussed at such meetings at the same time as applicable, in respect provided to members of the election Board. Nothing herein shall require Issuer to change the place or appointment such Conversant Board Representative at the time of any future director elections meeting for which notice has been provided by Issuer to the Observer simultaneously with that provided to Issuer’s directors. Observer will be expected to conduct himself or appointments herself in accordance with those reasonable rules of order applicable to members of Issuer’s board of directors and not otherwise to interfere with or disrupt the conduct of business by Issuer’s board of directors, and will be subject to dismissal (including and subsequently replacement by his or her appointers) for failure to fill comply therewith. Upon presentation of reasonable documentation therefore, Issuer shall promptly reimburse the Observer for all reasonable and necessary out of pocket expenses actually incurred by the Observer in attending any vacancy), whether at any annual or special meeting of the Board board of Directors directors, but Observer will not otherwise be compensated for attending and observing meetings of Issuer’s board of directors. As a condition precedent to attending meetings of Issuer’s board of directors and receiving materials distributed or stockholders or discussed at such meetings, Observer must execute and deliver a non-disclosure agreement in favor of Issuer pursuant to any written consent which Observer undertakes contractual duties respecting his or her use and disclosure of the Board all confidential and proprietary information of Directors or stockholders Issuer contained therein of the Issuer or, similar scope to the extent necessary, those duties by expanding the size which members of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class board of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026)are bound. (c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative: (i) increase the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject to a Disqualification Event.

Board Matters. (ai) For as long as fifty percent (50%) of The Company agrees that the original principal amount of the Convertible Notes are outstanding Board and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member all applicable committees of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right take all necessary actions to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026). (c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative: immediately: (i) increase the size of the board by one directorship and appoint ▇▇▇▇ ▇. Bazaar (the “New Director”) to the Board as an additional director with a term expiring at the Company’s 2015 annual meeting of Directors shareholders (the “2015 Annual Meeting”), or until his earlier death, resignation, disqualification or removal; (ii) appoint the New Director to the Nominating/Corporate Governance Committee of the Board; and (iii) nominate the New Director for election to the Board at the 2015 Annual Meeting. The Company shall recommend that the Company’s shareholders vote in excess favor of eleven (11) members; orthe election of the New Director at the 2015 Annual Meeting and the Company shall use reasonable best efforts to solicit proxies for all director nominees. (ii) decrease The Company and Engine Group agree that the Nominating/Corporate Governance Committee of the Board will jointly conduct with Engine Group a search process to identify as promptly as reasonably practicable an additional director mutually agreeable to the Company and Engine Group who shall be independent of both the Company and Engine Group (the “Additional Independent Director”) to join the Board. When such person is identified and agrees to serve, the Board will promptly increase the size of the Board to create an additional vacancy and appoint such Additional Independent Director to serve as a director. The Company will also include such Additional Independent Director on the slate of Directors (A) nominees recommended by the Board for a full term in the Company’s proxy statement and on its proxy card relating to fewer than eleven (11) membersthe 2015 Annual Meeting, or (B) if such decrease would require subject to that individual providing to the resignation Company all information regarding that individual required to be included in a proxy statement filed pursuant to the proxy rules of the Conversant Board Representative from Securities and Exchange Commission (the Board “SEC”) and as required of Directorsany nominee by the Company’s bylaws. (diii) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To the Conversant Investor’s knowledge, re-nominate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is not subject to a Disqualification Eventfor election as director on the Board at the 2015 Annual Meeting.

Board Matters. (ai) For as long as fifty percent During the period (50%the “Nomination Term”) beginning on the day after the date of the original principal amount 2019 Annual Meeting and ending on the close of business on the date that is fifteen (15) calendar days before the advance notice deadline set forth in the Company’s by-laws for the 2020 annual meeting of shareholders of the Convertible Notes are outstanding and have not been converted or cash settledCompany (the “2020 Annual Meeting”), the Conversant Investor Engaged shall have the right during any Nomination Window (as defined below) to designate one provide the Company with written notice (the “Notice”) of its request that the Board appoint G▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “New Director”) to the Board (with an initial term expiring at the 2020 Annual Meeting). In order for the Notice to be properly provided, Engaged must certify that the New Director is willing and able to serve on the Board and the New Director must complete and deliver to the Company 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 members. (ii) If the Company receives a proper Notice requesting that the Board appoint the New Director to the Board and certifying that the New Director is willing and able to serve on the Board, then the Board shall make a determination, after a prompt, good faith, reasonable and customary review, (A) whether the New Director qualifies as “independent” under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines and (B) whether the New Director would fail to satisfy any of the other criteria and requirements set forth in Section 1(e) due to an event or fact that occurs or becomes known to the Board after the date hereof (an “Intervening Event”). Within five business days of the Board determining that the New Director qualifies as “independent” under the listing standards of the NYSE and the Company’s Corporate Governance Guidelines and would not fail to satisfy any of the other criteria and requirements set forth in Section 1(e) due to an Intervening Event, the Board shall take all necessary actions to appoint the New Director to the Board (with an initial term expiring at the 2020 Annual Meeting), including if necessary increasing the size of the Board. If the Board determines that the New Director is not independent pursuant to the listing standards of the NYSE or the Company’s Corporate Governance Guidelines or would fail to satisfy any of the other criteria and requirements set forth in Section 1(e) as a result of an Intervening Event, then the Board shall not be required to appoint the New Director to the Board. (iii) If Engaged has delivered a Notice and the New Director has been appointed to the Board, the Board shall give the New Director the same due consideration for membership to any committee of the Board as any other independent director. (b) If Engaged has delivered a Notice and the New Director has been appointed to the Board, so long as the New Director is a member of the Board: (i) the Board will not form an executive committee of the Board or any other committee of the Board with functions similar to those customarily granted to an executive committee unless, in each case, the New Director is a member of such committee and (ii) all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each case involving the Company or its securities or a material amount of the assets or business of the Company, will take place only at the full Board level or in committees of which the New Director is a member. (c) Notwithstanding anything to the contrary in this Agreement, if at any time after the date of this Agreement, (i) the members of the Engaged Group (together with their controlled Affiliates) collectively cease to have Beneficial Ownership of at least the lesser of (1) 2.5% of the outstanding Voting Securities (as defined below) of the Company and (2) 1,092,759 shares of Common Stock or (ii) any member of the Engaged Group materially breaches any of its obligations under this Agreement, then (x) if the New Director is serving on the Board at such time, the New Director shall, and each member of Directorsthe Engaged Group shall cause the New Director to, who promptly tender his resignation from the Board and any committee of the Board on which he may be a member and (y) the Company shall initially have no further obligations under this Section 1. In furtherance of the foregoing, the New Director shall, simultaneously with the delivery of a Notice by Engaged, and each member of the Engaged Group shall cause the New Director to, execute an irrevocable resignation in the form attached hereto as Exhibit A. (d) If Engaged has delivered a Notice and the New Director has been appointed to the Board, from and after the date of the 2019 Annual Meeting, for any annual meeting of the shareholders of the Company, so long as the New Director is on the Board, the Company shall notify the Engaged Group in writing no less than thirty (30) calendar days before the advance notice deadline set forth in the Company’s by-laws if the New Director is to be nominated by the Company for election as a director at such meeting. If the Engaged Group is notified by the Company that the New Director is to be nominated, and the New Director agrees to serve as a director, the Company shall use its reasonable best efforts to cause the election of the New Director to the Board at such meeting (including listing the New Director in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s shareholders vote in favor of the election of the New Director and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). Each member of the Engaged Group agrees to provide, or cause to be provided, to the Company, simultaneously with the delivery of a Notice by Engaged, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment of the New Director to the Board or inclusion of the New Director on a slate of directors, as applicable. (e) If the New Director is appointed to the Board, the New Director shall, and each member of the Engaged Group shall cause the New Director to: (i) comply with the Company’s Code of Conduct and Corporate Governance Guidelines, including all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including all applicable conflict of interest, confidentiality, stock ownership, i▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ and corporate governance policies, guidelines and manuals of the Company; (bii) For so long not enter into any agreement, arrangement or understanding with any Person (A) 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 Conversant Investor holds Company, (B) concerning how the right New Director will act or vote on any issue or question or (C) that could limit or interfere with the New Director’s ability to designate at least one member comply with the New Director’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 of Directors pursuant to this Article IV or Board committees; and (such designee, iv) complete the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future Company’s standard director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, officer questionnaire and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026). (c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative: (i) increase the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its other reasonable and documented out-of-pocket expenses incurred customary director documentation required by the Company in connection with travel the election of Board members. The New Director will be subject to or from the same protections and attendance at each meeting obligations, and shall have the same rights and benefits, as are applicable to all other directors of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the sameCompany. (f) If The Engaged Group hereby irrevocably withdraws the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject to a Disqualification EventNomination Letter.

Board Matters. The board of directors of the Company (the “Board”) shall (a) For as long as fifty percent (50%) accept the resignation from the Board of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board class of Directorsdirectors whose term expires at the 2014 Annual Meeting, who shall initially such resignation to be effective immediately following completion of the 2012 Annual Meeting and (b) appoint ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member , effective upon completion of the 2012 Annual Meeting, to fill the Board of Directors pursuant to this Article IV (vacancy created by such designee, the “Conversant Board Representative”), the Issuer resignation. The Company covenants and agrees that it shall cause the Conversant Board Representative to be elected or appointed deliver to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, Fund prior to the extent necessary, by expanding the size 2012 Annual Meeting a copy of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., resignation letter from a member of the class of directors whose term of office expires at the Issuer’s annual meeting 2014 Annual Meeting, which shall be effective upon the conclusion of stockholders the 2012 Annual Meeting. The Company acknowledges and agrees that the resignation prior to be held in 2026). (c) For so long as the Conversant Investor holds the right to designate 2012 Annual Meeting of a Board member of the Board class of Directorsdirectors whose term expires at the 2014 Annual Meeting constitutes a material inducement to the Investor Parties to enter into this Agreement and that without such resignation the Investor Parties would not have entered into this Agreement. Conditioned upon ▇▇. ▇▇▇▇▇ joining the Board, the Issuer Board shall not, without the prior written approval of the Conversant Board Representative: (i) increase the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directorsappoint ▇▇. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ , effective upon completion of the 2012 Annual Meeting and for a term that expires no earlier than the conclusion of the 2013 Annual Meeting, to serve as a member of the Audit Committee of the Board; provided that at all such times he meets all independence and other applicable standards under the rules of the NASDAQ Stock Market and the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company represents that no amendment to the charter of the Audit Committee is contemplated as of the date of this Agreement. If ▇▇. ▇▇▇▇▇ is not subject shall resign from or be lawfully removed from the Board prior to a Disqualification Eventthe conclusion of the 2013 Annual Meeting, then the Board shall fill such vacancy in accordance with its certificate of incorporation and bylaws, and with the unanimous consent of the Nominating Committee promptly following such unanimous consent from the Nominating Committee. The 2012 Annual Meeting shall be held by the Company no later than June 10, 2012. Except as expressly provided for in this Agreement, no other resignations from the Board, or movements by directors between Board classes, are contemplated as of the date of this Agreement. The Company shall determine whether it will recommend ▇▇. ▇▇▇▇▇ for election to the Board at the 2014 Annual Meeting in accordance with the same standards and practices that apply to all other Board members being considered for re-election at such meeting.

Board Matters. (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereofbusiness days following the Closing Date, the Issuer Company shall increase the size of the Board of Directors of the Company (the “Board of Directors”) by two (2) members and, promptly following such increase, and in any event within five (5) business days following the Closing Date, shall cause ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors (the “Purchaser Board Representative”) and one independent director nominated by the Company or Board of Directors to be elected or appointed to the Board of Directors (the “Independent Board Representative” and together with the Purchaser Board Representative, the “Board Representatives”). The election or appointment of the Board Representatives will be subject to satisfaction of all legal and governance requirements regarding service as a Class III director (i.e., a member of the class Company and to the reasonable approval of directors whose term the Nominating and Governance Committee of office expires at the Issuer’s annual meeting Board of stockholders Directors (such approval not to be held in 2026unreasonably withheld, conditioned or delayed). (c) ; provided, that the parties hereto agree that election of ▇▇▇▇ ▇▇▇▇▇▇▇ to serve as the Purchaser Board Representative shall be acceptable and no such approval of the Nominating and Governance Committee shall be required. For so long as the Conversant Investor Purchaser or an Affiliate of Purchaser holds at least 25% of the Shares, on an as-converted basis, issued to the Purchaser hereunder, on an as-converted basis, the Purchaser shall continue to have the right to designate a member of nominate the Purchaser Board Representative. Subject to this Section 5.1(a), so long as the Purchaser has the right to nominate the Purchaser Board Representative to the Board of Directors, the Issuer Company shall not, without the prior written approval of the Conversant Board Representative: (i) not increase the size number of Directors on the Board of Directors in excess of eleven (11) members; or (ii) decrease without the size prior consent of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) Purchaser. The Issuer Company will reimburse the Conversant Purchaser Board Representative and any observer appointed pursuant to Section 5.1(b) for its their respective reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Purchaser Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. The Purchaser agrees, upon the Company’s request, to timely provide the Company with accurate and complete information relating to the Purchaser Board Representative as may be required to be disclosed by the Company under the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding any rights to be granted with respect to the Purchaser Board Representative hereunder, the Board of Directors may exclude the Purchaser Board Representative from access to any Board of Directors or committee materials or information or meeting or portion thereof or written consent if the Board of Directors determines, in good faith, including the Purchaser Board Representative in discussions relating to such determination (but not requiring the affirmative vote of such Purchaser Board Representative), that such access would reasonably be expected to result in a conflict of interest with the Company; provided, that such exclusion shall be limited to the portion of the Board of Directors or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board of Directors or committee material and/or meeting that does not involve or pertain to such exclusion. (eb) Following the Closing Date and for so long as the Purchaser or an Affiliate of Purchaser holds at least 50% of the Shares, on an as-converted basis, issued to the Purchaser hereunder, on an as-converted basis, the Purchaser shall have the right (in addition to the rights set forth in Section 5.1(a)) to designate a non-voting observer of the Board of Directors, which observer shall be an employee or partner of the Purchaser or one of its Affiliates. The observer shall be entitled to receive notice of and have the right to attend any and all meetings of the Board of Directors, and the Company shall provide the observer with copies of all notices, minutes, consents and other material in connection therewith at the same time as such materials are distributed to members of the Board of Directors; provided, that (A) the Purchaser shall cause the observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the observer pursuant hereto and (B) the Company and the Board of Directors shall have the right to withhold any information and to exclude the observer from any meeting or portion thereof (1) if doing so is, in the opinion of outside counsel to the Company, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors determines in good faith, after consultation with outside counsel, that fiduciary requirements under applicable law would make attendance by the observer not advisable; provided, further, that, if the Company and/or the Board of Directors withhold any information or exclude the observer from any meeting pursuant to the foregoing clause (B), to the extent practicable they shall give Purchaser notice of such withholding or exclusion and the parties shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely (in the good faith belief of the Company and the Board of Directors (after consultation with outside counsel)) to contravene such applicable law or cause such privilege to be waived. The observer shall have no right to vote on any matters presented to the Board of Directors. All obligations of the Company pursuant to this Section 5.1(b) shall terminate, and, upon request by the Board of Directors, the Purchaser shall cause the observer to resign promptly from the Board of Directors, in each case upon the Purchaser ceasing to have the right to designate the observer pursuant to this Section 5.1. (c) For so long as the Conversant Investor holds Purchaser has the right to designate a member or nominate the Purchaser Board Representative pursuant to Section 5.1(a), the Company and the Nominating and Governance Committee of the Issuer Board of Directors shall take such action as is required under applicable law, the rules and regulations in effect at such time of Nasdaq or such other market on which the Class A Common Stock is then listed or quoted or under the Bylaws or Certificate of Incorporation to include on the Board of Directors or in the slate of nominees recommended by the Board of Directors such person designated or nominated, as the case may be, by the Purchaser pursuant to Section 5.1. The Company shall use its reasonable best efforts to have the Purchaser Board Representative elected as a director of the Company and the Company shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors. For so long as the Purchaser has the right to designate or nominate the Purchaser Board Representative, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Purchaser Board Representative, the Conversant Investor (and only the Conversant Investor) Purchaser may designate or nominate, as applicable, another individual to be elected to fill the vacancy created thereby, and the Issuer Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. For so long as the Purchaser has the right to designate or nominate the Purchaser Board Representative pursuant to Section 5.1(a) and the Purchaser Board Representative is a member of the Board of Directors, the Purchaser Board Representative shall be appointed to the compensation committee and the nominating and governance committee of the Board of Directors; provided, that if applicable SEC rules or Nasdaq listing rules do not permit the Purchaser Board Representative to be a member of such committee, then the Board of Directors shall appoint the Purchaser Board Representative as a non-voting observer of such committee if designated by Purchaser. (fd) If The Company shall maintain in effect at all times directors’ and officers’ indemnity insurance covering the Issuer reasonably determines that the Conversant Purchaser Board Representative is subject to the same extent and on the same terms as any directors’ and officers’ indemnity insurance maintained by the Company with respect to the other non-executive members of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To Any directors’ and officers’ indemnity insurance shall be primary to any insurance coverage for the Conversant InvestorPurchaser Board Representative maintained by any other person. At the Closing, the Company and the Purchaser Board Representative shall enter into an indemnification agreement substantially similar to the form included as Exhibit 10.4 to the Company’s knowledgeForm 10-K for the fiscal year ended December 31, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject 2019 (the “Indemnification Agreement”). (e) All obligations of the Company pursuant to this Section 5.1 relating to the Purchaser Board Representative shall terminate, and, upon request by the Board of Directors, the Purchaser shall cause the Purchaser Board Representative to resign promptly from the Board of Directors, in each case upon the Purchaser ceasing to have the right to designate or nominate a Disqualification Eventdirector pursuant to Section 5.1. Any vacancy created by such resignation may be filled by the Board of Directors or the shareholders of the Company in accordance with the Bylaws or Certificate of Incorporation and applicable law.

Board Matters. (a) For as long as fifty percent Promptly after the execution and delivery of this Agreement by all parties (50%) of and in no event later than March 15, 2007), pursuant to the original principal amount of powers granted to it under the Convertible Notes are outstanding and have not been converted or cash settledBylaws, the Conversant Investor Board shall have the right to designate one (1) member of the Board of Directorscreate two additional directorships, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding thereby increasing the size of the Board of Directors and appointing the Conversant Board Representative from eight to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Dateten directorships, and in any event within five appoint the Third Point Designees to fill such new directorships. Upon such appointment, one of such designees (5the "First TP Designee") Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose designated as Class I in the Certificate of Incorporation, with a term of office expires expiring at the Issuer’s annual meeting of stockholders to 2008 Annual Meeting, and the other designee (the "Second TP Designee") shall be held in 2026). (c) For so long as the Conversant Investor holds the right to designate a member of the class of directors designated as Class III in the Certificate of Incorporation, with a term expiring at the 2007 Annual Meeting. Each Third Point Designee agrees to serve as a director of the Company, subject to and in accordance with the provisions of this Agreement and the written policies of the Board, any committees thereof or the Company applicable to Board members. Each Third Point Designee acknowledges that his obligations under this Agreement are in addition to the fiduciary and common law duties of Directorsany director of a Delaware corporation. b) On or at any time prior to the twentieth day after the 2007 Annual Meeting, pursuant to the powers granted to it under the Bylaws, the Issuer Board shall notbe entitled to create a third additional directorship, without the prior written approval of the Conversant Board Representative: (i) increase thereby increasing the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease from ten to 11 directorships, and to offer to appoint the size of TRT Designee to fill such new directorship. If the TRT Designee accepts such offer, the Board of Directors (A) may appoint him to fewer than eleven (11) membersfill such directorship. Upon such appointment, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate TRT Designee shall be a member of the Issuer class of directors designated as Class II in the Certificate of Incorporation, with a term expiring at the annual meeting of the Company's stockholders in 2009. If the TRT Designee declines to accept any such offer, the Board shall not appoint any person to fill such directorship, as more fully provided in Section 2.05. c) The Board shall (i) nominate the Second TP Designee to stand for election as a director of Directorsthe Company at the 2007 Annual Meeting, (ii) recommend such election and solicit proxies in respect thereof in accordance with its past practice and (iii) vote the Voting Securities represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Second TP Designee, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to the Second TP Designee. d) Except as otherwise provided in this Agreement, while serving on the Board and any committee thereof, each Board Designee shall be entitled to all the rights and privileges, and subject to all the duties and obligations, of the other directors and committee members of the Board, in their capacities as such. The Company acknowledges that the event Board Designees, in their capacity as directors, shall have the right to have direct access to the Strategic Advisor for informational purposes regarding its work in its capacity as such; provided that a vacancy such access shall be at such times as such directors and the Strategic Advisor determine to be mutually convenient. It is created at any time understood and agreed that the Strategic Advisor's work shall continue to be directed by the deathfull Board, disability, retirement, resignation or removal acting through the management of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created therebyCompany, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative such directors individually shall not be eligible for appointment entitled to direct the Strategic Advisor's work. e) Upon the Board Designees' becoming members of the Board as provided above in this Section 2.01, the Board shall appoint each Board Designee to the Management Committee. Promptly after the Third Point Designees have become members of the Board, the Board of Directors. To shall appoint Mr. Loeb to the Conversant Investor’s knowledge, Executive Committee and Mr. Radoff to both the Com▇▇▇▇▇▇▇▇n Committee and the Nominating & ▇▇▇▇▇▇▇▇▇ Governance Committee. Neither of Messrs. Loeb and Radoff shall be removed from such committee assignments without th▇▇▇ ▇▇nsent so long as they remain members of the Board. Any replacement for either Mr. Loeb or Mr. Radoff on the Board pursuant to Section 2.03 shall ▇▇ ▇▇▇▇inte▇ ▇▇ ▇▇▇ ▇oard committees on which the Third Point Designee being replaced served, and no such replacement shall be removed from such committee assignments without their consent so long as they remain members of the Board. The two preceding sentences shall not affect the Board's ability to remove any such person from any such committee for an intentional violation of law committed by such person that relates to such person's service on such committee. f) Each Third Point Designee acknowledges that the Board, in the exercise of its fiduciary duties, may recuse either or both of them from any Board or committee meeting or portion thereof at which the Board or any such committee is not subject evaluating and/or taking action with respect to (i) the ownership of Equity Securities by any member of the Third Point Group, (ii) the exercise of any of the Company's rights or enforcement of any of the obligations under this Agreement, (iii) any transaction with any member of the Third Point Group or (iv) any other matter in which the interests of a Disqualification Eventmember of the Third Point Group are adverse to those of the Company, except for such matters that are applicable to directors on the Board generally.

Board Matters. (a) For as long as fifty percent Promptly after the execution and delivery of this Agreement by all parties (50%) of and in no event later than March 15, 2007), pursuant to the original principal amount of powers granted to it under the Convertible Notes are outstanding and have not been converted or cash settledBylaws, the Conversant Investor Board shall have the right to designate one (1) member of the Board of Directorscreate two additional directorships, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding thereby increasing the size of the Board of Directors and appointing the Conversant Board Representative from eight to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Dateten directorships, and in any event within five appoint the Third Point Designees to fill such new directorships. Upon such appointment, one of such designees (5the “First TP Designee”) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose designated as Class I in the Certificate of Incorporation, with a term of office expires expiring at the Issuer’s annual meeting of stockholders to 2008 Annual Meeting, and the other designee (the “Second TP Designee”) shall be held in 2026). (c) For so long as the Conversant Investor holds the right to designate a member of the class of directors designated as Class III in the Certificate of Incorporation, with a term expiring at the 2007 Annual Meeting. Each Third Point Designee agrees to serve as a director of the Company, subject to and in accordance with the provisions of this Agreement and the written policies of the Board, any committees thereof or the Company applicable to Board members. Each Third Point Designee acknowledges that his obligations under this Agreement are in addition to the fiduciary and common law duties of Directorsany director of a Delaware corporation. b) On or at any time prior to the twentieth day after the 2007 Annual Meeting, pursuant to the powers granted to it under the Bylaws, the Issuer Board shall notbe entitled to create a third additional directorship, without the prior written approval of the Conversant Board Representative: (i) increase thereby increasing the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease from ten to 11 directorships, and to offer to appoint the size of TRT Designee to fill such new directorship. If the TRT Designee accepts such offer, the Board of Directors (A) may appoint him to fewer than eleven (11) membersfill such directorship. Upon such appointment, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. (e) For so long as the Conversant Investor holds the right to designate TRT Designee shall be a member of the Issuer class of directors designated as Class II in the Certificate of Incorporation, with a term expiring at the annual meeting of the Company’s stockholders in 2009. If the TRT Designee declines to accept any such offer, the Board shall not appoint any person to fill such directorship, as more fully provided in Section 2.05. c) The Board shall (i) nominate the Second TP Designee to stand for election as a director of Directorsthe Company at the 2007 Annual Meeting, (ii) recommend such election and solicit proxies in respect thereof in accordance with its past practice and (iii) vote the Voting Securities represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board for such meeting in favor of the Second TP Designee, except to the extent that the Board or its proxy holder(s) determine such proxies indicate a vote to withhold authority or abstain with respect to the Second TP Designee. d) Except as otherwise provided in this Agreement, while serving on the Board and any committee thereof, each Board Designee shall be entitled to all the rights and privileges, and subject to all the duties and obligations, of the other directors and committee members of the Board, in their capacities as such. The Company acknowledges that the event Board Designees, in their capacity as directors, shall have the right to have direct access to the Strategic Advisor for informational purposes regarding its work in its capacity as such; provided that a vacancy such access shall be at such times as such directors and the Strategic Advisor determine to be mutually convenient. It is created at any time understood and agreed that the Strategic Advisor’s work shall continue to be directed by the deathfull Board, disability, retirement, resignation or removal acting through the management of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created therebyCompany, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative such directors individually shall not be eligible for appointment entitled to direct the Strategic Advisor’s work. e) Upon the Board Designees’ becoming members of the Board as provided above in this Section 2.01, the Board shall appoint each Board Designee to the Management Committee. Promptly after the Third Point Designees have become members of the Board, the Board of Directorsshall appoint ▇▇. To ▇▇▇▇ to the Conversant Investor’s knowledge, Executive Committee and ▇▇. ▇▇▇▇▇▇ to both the Compensation Committee and the Nominating & Corporate Governance Committee. Neither of Messrs. Loeb and ▇▇▇▇▇▇ shall be removed from such committee assignments without their consent so long as they remain members of the Board. Any replacement for either ▇▇. ▇▇▇▇ or ▇▇. ▇▇▇▇▇▇ on the Board pursuant to Section 2.03 shall be appointed to the Board committees on which the Third Point Designee being replaced served, and no such replacement shall be removed from such committee assignments without their consent so long as they remain members of the Board. The two preceding sentences shall not affect the Board’s ability to remove any such person from any such committee for an intentional violation of law committed by such person that relates to such person’s service on such committee. f) Each Third Point Designee acknowledges that the Board, in the exercise of its fiduciary duties, may recuse either or both of them from any Board or committee meeting or portion thereof at which the Board or any such committee is not subject evaluating and/or taking action with respect to (i) the ownership of Equity Securities by any member of the Third Point Group, (ii) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (iii) any transaction with any member of the Third Point Group or (iv) any other matter in which the interests of a Disqualification Eventmember of the Third Point Group are adverse to those of the Company, except for such matters that are applicable to directors on the Board generally.

Board Matters. a. The Company shall, effective immediately following the execution and delivery of this Agreement, (ai) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right appoint to designate one (1) member of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇ (bthe “First New Director”) For so long to serve as the Conversant Investor holds the right to designate at least one member a director of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative Company with a term expiring at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date2023 Annual Meeting, and in any event within five (5ii) Business Days thereof, the Issuer shall cause ▇appoint ▇▇▇▇▇ ▇▇▇▇▇▇ to be elected or appointed as an observer to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026“Observer”). (c) For so long b. The Company agrees that during the period commencing on the date hereof until the appointment of the Observer to the Board, the Observer will receive, on a confidential and restricted basis, copies of all documents distributed to the Board, including, without limitation, notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board occurring on or after the date hereof contemporaneous with their distribution to the Board. The Company will be entitled to withhold any information and exclude the Observer from any Board or Board committee meeting, or any portion thereof, as is reasonably determined by the Conversant Investor holds Company to be necessary to protect the Company’s attorney-client privilege. The Observer will have the right to designate a member attend and participate, but not vote, at all meetings of the Board, the Advisory Committee (as defined below) and the Compensation & Talent Development Committee of the Board of Directorsduring this period (whether such meetings are held in person, telephonically or otherwise). As a condition to the Second New Director (or any Second Replacement Director (as defined below) thereof, as applicable) serving as the Observer, the Issuer shall notSecond New Director (or any Second Replacement Director thereof, without as applicable) will have delivered an undertaking to the prior written approval Company as set forth on Exhibit A (the “Observer Undertaking”). c. The Company will include the First New Director (or any First Replacement Director thereof (as defined below), as applicable) in the Company’s slate of ten (10) nominees for election as directors of the Conversant Company at the 2023 Annual Meeting and will use commercially reasonable efforts to cause the election of the First New Director to the Board Representative: at the 2023 Annual Meeting (iincluding the Board recommending that the Company’s stockholders vote in favor of the election of the First New Director in the Company’s proxy statement for the 2023 Annual Meeting and otherwise supporting the First New Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Company will include the Observer (or any Second Replacement Director thereof, as applicable) in the Company’s proxy statement for the 2023 Annual Meeting, which shall provide that the Company intends to increase the size of the Board to twelve (12) directors and appoint the Observer (the “Second New Director” and together with the First New Director, the “New Directors”) to the Board immediately following the 2023 Annual Meeting. The Board and all applicable committees of Directors in excess of eleven (11) members; or (ii) decrease the Board shall not increase the size of the Board of Directors (Ai) to fewer than eleven (11) members, or (B) if such decrease would require immediately following the resignation conclusion of the Conversant Board Representative from 2023 Annual Meeting, to more than twelve (12) directors and (ii) following such time and prior to the expiration of the Standstill Period (as defined below), to more than thirteen (13) directors, in each case without the prior written consent of the Investor Group. d. Effective immediately following the execution and delivery of this Agreement, the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel all applicable committees thereof shall take such actions as are necessary to or from and attendance at each meeting form a committee of the Board to be named the Capital Allocation Advisory Committee (the “Advisory Committee”) to objectively support and make recommendations to the Board regarding, and support management’s review of, the Company’s capital allocation strategy. In accordance with Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board will cause the Advisory Committee to initially be composed of Directors. The Conversant Board Representative will receive four (4) members: the same director compensation as each First New Director and three (3) other non-executive director members of the Board of Directors. (e) For so long as serving on the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment prior to the Board execution of Directorsthis Agreement, who will initially be ▇▇▇▇▇ ▇. To the Conversant Investor’s knowledge▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (as a non-voting member) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (as a non-voting member), with the First New Director to serve as Chair of the Advisory Committee, and the Observer will be permitted to participate in the Advisory Committee as provided in Section 1(b) hereof. Promptly following the appointment of the Second New Director to the Board, the Board and all applicable committees thereof will take such actions as are necessary to (i) add the Second New Director to the Advisory Committee, which will then be composed of five (5) members of the Board, and (ii) adjust Messrs. Salmon and ▇▇▇▇▇▇▇▇’▇ (or their successors’) status as members of the Advisory Committee to include full voting rights. During the Standstill Period, the composition of the Advisory Committee shall remain as specified in this Section 1(d). The Company and the Investor Group shall cooperate in good faith to agree upon a charter for the Advisory Committee, which shall not be amended or modified during the Standstill Period without the approval of the Investor Group. e. If, during the Standstill Period: i. the Second New Director resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board for any reason, and at all times since the date of this Agreement and at such time the Investor Group Beneficially Own in the aggregate at least 1.5% of the Company’s then‑outstanding Common Stock (the “Company Ownership Level Minimum”), then, so long as Investor Group Beneficially Owns in the aggregate at least the Company Ownership Level Minimum, the Investor Group shall identify a replacement (who shall qualify as “independent” pursuant to the rules of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)) to fill the resulting vacancy caused by the Second New Director’s departure from the Board and any such person shall be promptly appointed to the Board, subject to the good faith review and approval (such approval not to be unreasonably conditioned, withheld or delayed) by the Nominating & Governance Committee of the Board (the “N&G Committee”) and the Board, (any such replacement director, a “Second Replacement Director”); provided that any Second Replacement Director shall not be any member of the Investor Group or any Affiliate, Associate or employee of any member of the Investor Group; or ii. the First New Director resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board for any reason, then, so long as Investor Group Beneficially Owns in the aggregate at least the Company Ownership Level Minimum, the Investor Group shall identify three (3) potential replacements (who shall qualify as “independent” pursuant to the rules of the New York Stock Exchange and the applicable rules and regulations of the SEC) to fill the resulting vacancy caused by the First New Director’s departure from the Board (the “Proposed Replacements”); provided that such Proposed Replacements shall not be any member of the Investor Group or any Affiliate, Associate or employee of any member of the Investor Group. After completion of the director information and interviews provided for in Section 4, then one (1) of the Proposed Replacements shall be promptly appointed to the Board, subject to the good faith review and approval (such approval not to be unreasonably conditioned, withheld or delayed) by the N&G Committee and the Board (any such replacement director, a “First Replacement Director” and together with the Second Replacement Director, the “Replacement New Director”). Any Replacement New Director designated pursuant to this Section 1(e) as replacing the First New Director prior to the 2023 Annual Meeting shall stand for election at the 2023 Annual Meeting together with the Company’s other nominees. Any Replacement New Director designated pursuant to this Section 1(e) as replacing the Second New Director before the appointment of the Second New Director to the Board pursuant to Section 1(c), will be appointed to the Board pursuant to Section 1(c), and, before the date of such appointment, will be deemed to be the Observer upon the execution of the Observer Undertaking pursuant to Section 1(b). Upon a Replacement New Director’s appointment to the Board, such Replacement New Director shall be deemed to be a New Director for all purposes under this Agreement. f. Concurrent with the execution of this Agreement, Ancora hereby irrevocably withdraws the Nomination Notice. g. The Board and all applicable committees thereof shall take such actions as are necessary to (i) effective immediately following the execution and delivery of this Agreement, add the First New Director to the N&G Committee and (ii) effective as of the appointment of the Second New Director to the Board, add the Second New Director to the Compensation & Talent Development Committee of the Board. Each New Director shall have the same right as other members of the Board to be invited to attend meetings of committees of the Board of which any New Director is not subject a member. Further, in the event the Board establishes any new committee(s) of the Board during the Standstill Period, each New Director shall be considered for membership on such committee(s) in the same manner as other independent members of the Board. h. While any New Director (or any Replacement New Director, as applicable) serves as a director of the Board, such New Director shall receive compensation (including equity‑based compensation, if any) for the Board and committee meetings attended, an annual retainer and benefits (including expense reimbursements) on the same basis as all other non‑employee directors of the Company. i. The New Directors (and any Replacement New Director, as applicable) will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the Company as other directors, as amended from time to time (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. The Company shall make available to any New Director copies of all Company Policies not publicly available on the Company’s website. At all times while any New Director (or any Replacement New Director, as applicable) is serving as a Disqualification Eventmember of the Board, (i) such New Director shall not disclose to the Investor Group, any members of the Investor Group or any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b‑2 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such member of the Investor Group (collectively and individually, the “Investor Group Affiliates”) or any other person or entity not affiliated with the Company any confidential information of the Company, and (ii) the Investor Group and each member of the Investor Group shall not, and shall cause their Affiliates not to, seek to obtain confidential information of the Company from any New Director (or any Replacement New Director). Furthermore, the Investor Group agrees that none of the New Directors (or any Replacement New Director) may share any information with the Investor Group in respect of the Company which they learn in their capacity as an observer or a director of the Company, including discussions or matters considered in meetings of the Board or any Board committee, at any time, for any reason, without the Company’s prior consent. j. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Investor Group and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Investor Group shall be permitted to transfer or assign this Agreement to their respective Affiliates, provided that any such transfer or assignment shall not relieve any transferring Investor Group party of its obligations under this Agreement. k. For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d‑3 promulgated under the Exchange Act.

Board Matters. ​ (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) Business Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board of Directors as a Class III director (i.e., a member of the class of directors whose term of office expires at the Issuer’s annual meeting of stockholders to be held in 2026).. ​ (c) For so long as the Conversant Investor holds the right to designate a member of the Board of Directors, the Issuer shall not, without the prior written approval of the Conversant Board Representative: (i) increase the size of the Board of Directors in excess of eleven (11) members; or (ii) decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or (B) if such decrease would require the resignation of the Conversant Board Representative from the Board of Directors. (d) The Issuer will reimburse the Conversant Board Representative for its reasonable and documented out-of-pocket expenses incurred in connection with travel to or from and attendance at each meeting of the Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors.. ​ (e) For so long as the Conversant Investor holds the right to designate a member of the Issuer Board of Directors, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same.. ​ (f) If the Issuer reasonably determines that the Conversant Board Representative is subject to any of the “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be eligible for appointment to the Board of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject to a Disqualification Event.. ​