Common use of Board Matters Clause in Contracts

Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9.

Board Matters. (a) From the date of this Agreement and for so long as GoldenTree Asset Management LP and its affiliates (collectively, “GTAM”) collectively beneficially own at least 7.5% of the then-outstanding Common Stock (taking into account (a) the exercise of all other options, warrants and other equity-linked securities held by GTAM and (b) the conversion of the Preferred Stock held by GTAM) (such amount, the “Threshold Amount”), GTAM will have the right, at its option, to designate one (1) director to the Board (the “GTAM Designee”) or one (1) observer to the Board (the “GTAM Observer”) (provided that such GTAM Designee is acceptable to Holdings in the good faith reasonable discretion of the Board) by providing notice to the Company naming the GTAM Designee or GTAM Observer. (b) For so long as TFMC GTAM beneficially owns at least the Threshold Amount, within 2 business days’ of GTAM providing notice to Holdings naming a GTAM Designee, Holdings shall and shall cause the Board and any applicable percentage committee or subcommittee of TEN Shares set forth the Board to take all corporate action necessary to appoint the GTAM Designee to the Board as of the date that is 2 business days after the date of GTAM providing such notice, in this sentenceeach case with a term expiring at the next annual meeting of stockholders at which directors are to be elected (the “Stockholders Meeting”). For so long as GTAM beneficially owns at least the Threshold Amount, TFMC Holdings shall and shall cause the Board and any applicable committee or subcommittee of the Board to (i) include the GTAM Designee (or any GTAM Replacement Designee (as defined below)) as a nominee for election to the Board on the slate of nominees recommended by the Board and any applicable committee or subcommittee of the Board in Holdings’ proxy statement and on its proxy card relating to the Stockholders Meeting, (ii) use its commercially reasonable efforts to cause the election of the GTAM Designee to the Board at any Stockholders Meeting, including by recommending that Holdings’ stockholders vote in favor of the GTAM Designee and otherwise supporting the GTAM Designee in a manner no less rigorous and favorable than the manner in which Holdings supports the Board’s other nominees to the Board and (iii) appoint the GTAM Designee (or GTAM Replacement Designee) to each committee and subcommittee of the Board (including any such committee and subcommittee which may subsequently be created) on which such person desires to serve, subject to applicable restrictions under the corporate governance listing standards of the New York Stock Exchange. For so long as GTAM beneficially owns at least the Threshold Amount, if the GTAM Designee (or any GTAM Replacement Designee) is unable or unwilling to serve as a director, resigns as a director (including as the result of a failure to receive the requisite vote at a Stockholders Meeting) or is removed as a director, then GTAM shall have the ability to designate a substitute designee (a “GTAM Replacement Designee”) to fill such vacancy created by the departure of the GTAM Designee by providing notice to Holdings, and Holdings shall and shall cause the Board and any applicable committee or subcommittee of the Board to take all corporate action necessary to appoint the GTAM Replacement Designee to the Board as of the date that is 2 business days after the date of GTAM providing such notice, in each case with a term expiring at the Stockholders Meeting. Each GTAM Designee or GTAM Replacement Designee that serves as a member of the Board (or committee or subcommittee of the Board) shall have the same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to all independent directors of Holdings (or, in the case of services as a member of a committee or subcommittee of Holdings, as are applicable to the other members of such committee or subcommittee). Notwithstanding anything to the contrary, GTAM shall not have the right to propose one or two nominees have a GTAM Designee included in the Board’s slate nominated for election to the TEN Board for appointment as non-executive directors (if the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% election of the TEN Shares; and (ii) such GTAM Designee would cause more than one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% representative of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors GTAM to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors be serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documentsBoard. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director GTAM Observer shall be entitled to the same expense reimbursement and advancement(i) attend (in person, exculpation and indemnification in connection with his telephonically or her role by such other means as a director as the other is normally available to members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending ) all meetings (both regular and special) of the TEN Board and each committee and subcommittee of the Board (including executive or similar sessions), in a nonvoting capacity only, (ii) receive written notice of, and agendas for, all meetings (both regular and special) of the Board and each committee and subcommittee of the Board (including proposed minutes of previous meetings if not previously ratified) at the same time as members of the Board receive such notice and agendas, (iii) if the Board or any committee or subcommittee of the TEN Board proposes to take any action by written consent in lieu of which a meeting, receive (A) a draft of such Shareholder Nominated Director is a member, in each case to written consent at the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director time and in the same due consideration for membership to any committee of manner as if the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9.GTAM

Board Matters. (a) For so long as TFMC beneficially owns Prior to the applicable percentage Effective Time, the current Minera Andes board of TEN Shares set forth in this sentence, TFMC directors shall have be entitled to recommend to the right to propose one or two Nominating and Corporate Governance Committee of the board of directors of US Gold (the "Nominating Committee") nominees to fill, effective immediately following the TEN Board for appointment as non-executive Effective Time, any vacancies on the board of directors (of US Gold, whether such vacancies are the “Shareholder Nominated Directors”) as follows: result of the resignation of any member of the board of directors of US Gold prior to the Effective Time or an increase in the size of the board of directors of US Gold, such that such nominees, appointed or elected, would constitute at least 50% of the directors of the US Gold board of directors immediately following the Effective Time; provided, that (i) two Shareholder Nominated Directorsany such nominee, so long as TFMC beneficially owns at least 18% if elected, shall serve until the next annual meeting of stockholders of US Gold and until their respective successors are elected and qualified, or until the death, resignation or removal of such Person; (ii) to the extent required, such nominee shall be "independent" in accordance with applicable Law and the rules and regulations of the TEN SharesNYSE, as determined by the Nominating Committee; and (iiiii) one Shareholder Nominated Directorno such nominee shall have any right to serve on, so long as TFCM beneficially owns at least 5% nor shall the current Minera Andes board of directors have any right to nominate any Persons to serve on, any committee of the TEN Shares but less than 18% board of directors of US Gold. In the event that the Nominating Committee determines, in its sole discretion, that any Person nominated by the current Minera Andes board of directors pursuant to the foregoing should not be recommended for election or appointment to the board of directors of US Gold, then the current Minera Andes board of directors shall be entitled to recommend to the Nominating Committee such other nominees that are acceptable to the Nominating Committee of the TEN Shares. No later than the Distribution Date, TFMCboard of directors of US Gold, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Boardreasonably. (b) If at any time Subject to obtaining the number mutual release provided for in Section 4.5(e) and confirmation that insurance coverage is maintained as contemplated by Section 4.5(c), Minera Andes shall use commercially reasonable efforts to assist in effecting the resignations of Shareholder Nominated Directors serving on each member of the TEN Board is less than the total number Minera Andes board of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successordirectors, and causing them to be replaced by persons nominated by US Gold effective as at the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documentsEffective Time. (c) The TEN Board From and after the Effective Time, US Gold agrees that for the period from the Effective Time until six years after the Effective Time, US Gold will cause Minera Andes or any successor to Minera Andes to maintain Minera Andes' current directors' and officers' liability insurance policy, or a reasonably equivalent policy subject in either case to terms and conditions no less advantageous to the directors and officers of Minera Andes than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Minera Andes and its Subsidiaries covering claims made prior to or within six years of the Effective Time, provided, however, that US Gold will not be required, in order to maintain or cause to be maintained such directors' and officers' liability insurance policy, to pay an annual premium in excess of 300% of the annual premium for the existing policy; and provided further that, if equivalent coverage cannot be obtained or can only be obtained by paying an annual premium in excess of 300% of the annual premium for the existing ▇▇▇▇▇▇, ▇▇ Gold shall make a binding nomination only be required to obtain or cause to be obtained as much coverage as can be obtained by paying an annual premium equal to 300% of any Shareholder Nominated Director the annual premium for appointment the existing policy. Alternatively, prior to the Effective Time, US Gold or Minera Andes may purchase as a an extension to Minera Andes's current directors' and officers' liability insurance policies, pre-paid non-executive director cancellable run-off insurance providing for the period from the Effective Time until six years after the Effective Time such coverage for such Persons on terms comparable to those contained in Minera Andes's current directors' and officers' liability insurance policies, provided that the premium will not exceed 300% of the TEN Board premium currently charged to Minera Andes for directors' and officers' liability insurance, and in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with event neither US Gold nor or Minera Andes or any Minera Andes' Subsidiaries will have any further obligation under this Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected4.5(c). (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(aFrom and after the Effective Time, Minera Andes (or its successor) shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and also to advance expenses as incurred to the fullest extent permitted under applicable Law), TFMC shall promptly notify TEN andeach present and former director and officer of Minera Andes and its Subsidiaries (each, if requested an "Indemnified Person") against any costs or expenses (including reasonable legal fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person's service as a director or officer of Minera Andes and/or any of its Subsidiaries or services performed by such persons at the TEN Boardrequest of Minera Andes and/or any of its Subsidiaries at or prior to or following the Effective Time, cause one whether asserted or moreclaimed prior to, as applicableat or after the Effective Time, including the approval of this Agreement, the completion of the Shareholder Nominated Directors Arrangement or any of the other transactions contemplated by this Agreement or arising out of or related to resign from this Agreement and the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that transactions contemplated hereby. US Gold unconditionally guarantees the remaining number obligations of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination Minera Andes pursuant to this Section 5.9(a)4.5(d) and agrees to assume Minera Andes' obligations should Minera Andes cease to exist. (e) Each Shareholder Nominated Director US Gold and Minera Andes will enter into a mutual release with each director and/or officer of Minera Andes and its Subsidiaries prior to but effective as of the Effective Time in a form mutually acceptable to US Gold and such director and/or officer, each acting reasonably; provided, that for the avoidance of doubt, the Parties hereto acknowledge and agree that if a director and/or officer fails to enter into such a mutual release, then US Gold shall not be entitled deemed to have breached this Section 4.5(e) with respect to such director and/or officer, and such failure shall not give rise to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members failure of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case condition to the same extent as obligation of Minera Andes to effect the other members of the TEN Board. Each Shareholder Nominated Director shall Arrangement to be also entitled to any retainer, equity compensation satisfied or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9otherwise fulfilled.

Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees Prior to the TEN execution of this Agreement (i) the Nomination and Governance Committee of the Board for appointment as non-executive directors (the “Shareholder Nominated DirectorsNominating Committee”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% has reviewed and approved the qualifications of the TEN Shares; New Director to serve as a member of the Board and (ii) one Shareholder Nominated Director, so long the Board has determined that the New Director is “independent” as TFCM beneficially owns at least 5% defined by the listing standards of NASDAQ. The Company agrees that the Board and all applicable committees of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill take all necessary actions to (i) cause the vacancy Board to increase the size of its membership by one effective immediately following the execution of this Agreement; (ii) appoint, with such successor as designated by TFMCappointment effective immediately after the execution of this Agreement, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated New Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Company with a term expiring at the Company’s 2016 Annual Meeting of Shareholders (the “2016 Annual Meeting”); (iii) nominate the New Director as a candidate for reelection to the Board in at the first meeting 2016 Annual Meeting; and (iv) cause the Board to decrease the size of its membership by one effective as of certification of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by shareholder vote with respect to the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN 2016 Annual Meeting. At the 2016 Annual Meeting and, if requested by the TEN BoardStandstill Period (as defined below) has not then expired, cause one or morethe Company’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”), as applicablethe Company agrees to recommend, support and solicit proxies for the election of the Shareholder Nominated Directors to resign from New Director in the TEN Board same manner as the Company has supported its nominees up for election at prior annual meetings of shareholders at which the election of directors was uncontested. The Company agrees that the New Director shall receive (i) the same benefits of director and officer insurance, and any committees thereof on which such Shareholder Nominated Directors serve, such that indemnity and exculpation arrangements available generally to the remaining number of Shareholder Nominated Directors directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (eii) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with compensation for his or her role service as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any received by other non-executive directormanagement directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board, including, without limitation, having the Company (or legal counsel) prepare and file with the SEC, at the Company’s expense, any Forms 3, 4 and 5 under Section 16 of the Exchange Act that are required to be filed by each director of the Company. For as long as TFMC has The Company agrees that the right to a Shareholder Nominated Director, TEN size of the Board shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate be increased beyond nine (9) members throughout the purpose Standstill Period without the consent of this Section 5.9the New Director.

Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentenceIf, TFMC shall have the right to propose one or two nominees ten (10) Business Days prior to the TEN Board for appointment as non-executive directors (end of the “Shareholder Nominated Directors”) as follows: Cooperation Period, (i) two Shareholder Nominated Directors(x) the Company and the Live Parties have not entered into a signed definitive agreement in connection with the Transaction or (y) the Company has not otherwise consummated an Extraordinary Transaction with a Third Party, so long as TFMC beneficially owns which such Extraordinary Transaction has either (1) been approved by a vote of a majority of the stockholders of the Company or (2) been accomplished in a transaction where at least 1851% or more of the TEN Shares; Company’s securities have been tendered to such Third Party in connection with a tender offer, and (ii) one Shareholder Nominated Directorat such time, so long as TFCM beneficially owns at least 5% the Live Parties continue to satisfy the Minimum Ownership Requirement, then the Board, and all applicable committees of the TEN Shares but less than 18% Board, shall then immediately take all necessary actions, including expanding the size of the TEN SharesBoard, to (1) appoint one independent director selected by the Live Parties who is not affiliated with the Live Parties and who is reasonably acceptable to the Board (the “New Director”) as a Class I director, with a term expiring at the 2025 Annual Meeting, and (2) nominate the New Director for election at the 2025 Annual Meeting with a term expiring at the same time as the other Company directors elected at the 2025 Annual Meeting; provided, however, that if the Board is declassified (including through voluntary annual election of all directors) at or prior to the appointment of the New Director or the 2025 Annual Meeting, as applicable, then the Board and all applicable committees of the Board shall then immediately take all necessary actions, including expanding the size of the Board, to (i) appoint the New Director as a director of the Board, with a term expiring at the 2025 Annual Meeting, and (ii) nominate the New Director for election as a director of the Board at the 2025 Annual Meeting, with a term expiring at the 2026 Annual Meeting. No later The Company shall recommend, support and solicit proxies for the election of the New Director at such annual meeting of stockholders in a manner no less rigorous and favorable than the Distribution Date, TFMC, acting as manner in which the sole shareholder of TEN, shall appoint Company supports the initial Shareholder Nominated Directors to Board’s other nominees in the TEN Boardaggregate. (b) If As a condition to the Company’s obligation to appoint and nominate the New Director for election to the Board at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination 2025 Annual Meeting pursuant to Section 4(a), the foregoing sentenceLive Parties acknowledge that the New Director shall agree to participate in the Company’s customary procedures for new director candidates, whether due to including providing the death, resignation, retirement, disqualification or removal from office of Company a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, fully completed and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder executed copy of the term of the Shareholder Nominated Director whom such nominee replaces in accordance Company’s standard director and officer questionnaire, interviewing with the TENBoard’s organizational documentsNominating and Corporate Governance Committee (the “Nominating Committee”) and such other reasonable and customary director onboarding documentation as required by the Company in connection with their appointments and election as new Board members. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for Concurrently with the appointment as a non-executive director of the TEN Board in New Director to the first meeting Board, the Board, and all applicable committees of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Board, shall take all necessary actions to appoint the New Director (unless such nominee is appointed by to the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are electedNominating Committee of the Board. (d) If TFMC’s beneficial ownership The Company agrees that the New Director shall receive (i) the same benefits of TEN Shares decreases below director and officer insurance, and any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by indemnity arrangements available generally to the TEN non-management directors then serving on the Board, cause one or more, (ii) the same compensation for service as applicable, of a director as the Shareholder Nominated Directors to resign from compensation received by other non-management directors then serving on the TEN Board and any committees thereof on which (iii) such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors other benefits on the TEN Board does not exceed same basis as all other non-management directors then serving on the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)Board. (e) Each Shareholder Nominated Notwithstanding anything herein to the contrary, if the Board in good faith determines (a “Recommendation Determination”), after consultation with counsel, that the fiduciary duties of the members of the Board as directors of the Company require that the Board change or withhold a prior recommendation that the Company’s stockholders vote “for”, or recommend that the Company’s stockholders vote “against”, the election of the New Director at the 2025 Annual Meeting, then: (i) the Company shall notify the Live Parties in writing of such Recommendation Determination as promptly as practicable, and in any event within one (1) Business Day thereafter (the date such notice is delivered to the Live Parties in accordance with Section 9, the “Notice Date”); (ii) following the Notice Date, notwithstanding any provision in this Agreement, (x) the Board shall be entitled permitted to recommend that the Company’s stockholders vote in accordance with such Recommendation Determination with respect to the same expense reimbursement election of the New Director, and advancementthe Company shall be permitted to disclose such Recommendation Determination (including in the Company’s proxy statement and proxy card), exculpation and indemnification (y) the Company shall have no obligation to solicit proxies “for” the New Director; and (iii) following the Notice Date, notwithstanding any provision in connection with his or her role this Agreement, the Live Parties shall be permitted to (x) seek the election of the New Director as a director as the other members of the TEN BoardCompany, and engage in a “solicitation” (as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings such term is defined under the Exchange Act) of proxies with respect to the election of the TEN Board or any committee New Director as a director of the TEN Board Company (collectively, the “New Director Solicitation”), and (y) make statements and announcements, and otherwise engage in communications with stockholders of which the Company and others, in support of the election of the New Director and the New Director Solicitation. (f) If, following the appointment of the New Director and prior to the 2026 Annual Meeting, (i) at such Shareholder Nominated Director time there is a membervacancy on the Board and (ii) the Live Parties continue to satisfy the Minimum Ownership Requirement, then the Company will seek to identify two (2) or more highly-qualified candidates from which the Company and the Live Parties shall collaborate in each case good faith to select a director candidate to fill such vacancy on the same extent as the other members of the TEN Board. Each Shareholder Nominated Director For the avoidance of doubt, any decision whether or not to fill such vacancy on the Board and the identity of any such new director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to in the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9’s sole discretion.

Board Matters. The Company and Macellum agree as follows: (a) For so long the Company shall use its reasonable best efforts to hold the 2016 Annual Meeting no later than July 25, 2016; (b) prior to the completion of the 2016 Annual Meeting, the Board shall not increase the size of the Board to more than nine directors; (c) the Board and all applicable committees and subcommittees of the Board shall take all action necessary such that, by the completion of the 2016 Annual Meeting, the size of the Board is seven directors; (d) the Board and all applicable committees and subcommittees of the Board shall take all necessary action to nominate and cause the Company’s slate of nominees for election as TFMC beneficially owns directors of the applicable percentage Company at the Company’s 2016 Annual Meeting to be those individuals identified on Exhibit A hereto (including, as defined therein, the New Director Nominees (including the Macellum Designees)) (together, the “2016 Slate”) and not any persons other than the 2016 Slate; (e) subject to receipt and acceptance of TEN Shares the information set forth in Section 1(g) hereof (in accordance therewith), the Company will use reasonable best efforts to cause the election of the 2016 Slate to the Company’s Board at the 2016 Annual Meeting, including recommending that the Company’s stockholders vote in favor of and soliciting proxies for the election of all of the New Director Nominees (along with all other Company nominees) and otherwise supporting the New Director Nominees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees; (f) following their election to the Board at the 2016 Annual Meeting and at all times prior to the end of the Standstill Period, at least one Macellum Designee shall be offered the opportunity to be a member of each committee of the Board that is currently in place as of the date of this sentenceAgreement, TFMC or which may be created by the Board following execution hereof. Upon such Macellum Designee’s election to become a member of a committee, the Board shall effect such change in committee composition promptly (and no more than two business days following such election), but only if such Macellum Designee meets any and all independence or other requirements under applicable law and the rules and regulations of the New York Stock Exchange for service on such committee (“NYSE Criteria”) and identifies all conflicts of interest, if any, relevant to such committee’s activities; provided, however, in the event a Macellum Designee does not meet all NYSE Criteria, another Macellum Designee who does meet all NYSE Criteria shall be afforded the right to serve on such committee; (g) (i) that, no later than March 31, 2016, Macellum will provide to the Company from each Macellum Designee (and the Company shall obtain from each of the other New Director Nominees) (A) an executed consent to be named as a nominee in the Company’s proxy statement for the 2016 Annual Meeting and to serve as a director if so elected, (B) a completed D&O Questionnaire (including an Iran Sanctions Questionnaire) in the form customarily used by the Company (the “Questionnaire”), (C) an executed irrevocable resignation as director in the form customarily used by the Company for all director nominees, and (D) with respect to the Macellum Designees only, an executed irrevocable resignation as director in the form attached hereto as Exhibit B (collectively, the “Nomination Documents”), (ii) after the date hereof, each Macellum Designee shall provide to the Company, as requested by the Company from time to time, such information as the Company is entitled to reasonably receive from other members of the Board and as is required to be disclosed in proxy statements and periodic reports required to be filed by the Company with the Securities and Exchange Commission (the “SEC”) under applicable law and regulations and (iii) that the Company will have completed customary background checks for each New Director Designee and such background checks will not have resulted in any disqualifying information regarding a New Director Nominee, as reasonably determined by the Nominating and Governance Committee or the Board in accordance with the Company’s corporate governance guidelines and in the exercise of its fiduciary duties provided, however, in the event any Macellum Designee is disqualified from the Board for any reason prior to his or her initial election, Macellum shall have the right to propose one or two nominees to the TEN Company another Macellum Designee(s) who meets the NYSE Criteria, is not disqualified in accordance with this Section 1(g) to the Board for appointment as non-executive directors and is otherwise reasonably acceptable to the Board in the exercise of its fiduciary duties (with the “Shareholder Nominated Directors”parties following the procedures set forth herein until two Macellum Designees have been elected to the Board); (h) as followsAs of the date hereof, Macellum is not aware of any facts that would suggest that the currently named Macellum Designee: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces not “independent” in accordance with the TEN’s organizational documents. listing standards for the New York Stock Exchange and any other applicable director independence standards; (cii) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment is otherwise disqualified to serve as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board Company in accordance with Section 5.9(bthe Company’s corporate governance guidelines, code of business conduct and ethics and policies regarding conflicts of interest, confidentiality, stock ownership and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ applicable to directors of the Company; or (iii) and at each subsequent TEN general is a party to (A) any agreement, arrangement or special meeting at which directors are elected.understanding with any person (I) concerning how such Macellum Designee, if elected as a director of the Company, will act or vote on any issue or question or (II) that could limit or interfere with such Macellum Designee’s ability to comply, if elected as a director of the Company, with his or her fiduciary duties under applicable law or (B) any agreement, arrangement or understanding with any person 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; (di) If TFMC’s beneficial ownership Macellum agrees that no member of TEN Shares decreases below Macellum shall compensate or agree to compensate, directly or indirectly, any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested individual not employed by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification Macellum in connection with his or her role service as a director as (including any New Director Nominee) or officer of the Company or otherwise in connection with the transactions contemplated by this Agreement other than in respect of performance-related fees based upon the overall increase in asset value of Macellum’s assets; (j) Macellum agrees that each member of Macellum shall immediately cease all efforts, direct or indirect, in furtherance of any solicitation regarding nominations to the Board (including any negative solicitation efforts) relating to the 2016 Annual Meeting concerning the Company and members of the TEN slate of nominees proposed by the Company; (k) as of the date of this Agreement, Macellum irrevocably withdraws its demands for materials and books and records pursuant to Section 220 of the Delaware General Corporation Law upon its execution of this Agreement; (l) that, should any Macellum Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving on, the Board (other than as a result of not being nominated by the Company for re-election at an annual meeting subsequent to the 2016 Annual Meeting), Macellum shall be entitled to designate a replacement for such Macellum Designee who satisfies the qualifications set forth in Section 1(h) hereof and is otherwise reasonably acceptable to the Board in the exercise of its fiduciary duties (a “Replacement”), and the Company shall take all necessary action to implement the foregoing and to appoint the Replacement to the Board as promptly as practicable but in any event within ten business days of Macellum’s designation of a Replacement. Any such Replacement who becomes a Board member in replacement of a Macellum Designee shall be deemed to be a Macellum Designee for all purposes under this Agreement and, prior to his or her appointment to the Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings shall be required to provide to the Company the Nomination Documents and meet with representatives of the TEN Governance and Nominating Committee, and other members, of the Board in accordance with the practices of the Board and such Committee; (m) the Company shall use commercially reasonable efforts to conduct any such interviews as promptly as practicable but, in any case, assuming reasonable availability of the proposed Replacement, within five business days after Macellum’ s submission of the proposed Replacement. In the event the Governance and Nominating Committee or the Board does not accept a person recommended by Macellum as a Replacement, Macellum shall have the right to recommend an additional substitute person whose appointment shall be subject to the same procedures described in Section 1(l) hereof (with the parties following the procedures set forth herein until a Replacement has been appointed to the Board); (n) Upon a Replacement’s appointment to the Board, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to appoint such Replacement to any applicable committee or subcommittee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal; (o) the Board or any committee thereof, in the exercise of its fiduciary duties, may limit the participation of the TEN Macellum Designees in any Board or committee meeting or portion thereof in which the Board or such committee is evaluating and/or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any proposed transaction between the Company and Macellum or its Affiliates, or (iii) any consideration of any potential Replacement; provided, however, that nothing herein shall limit the participation of the Macellum Designees in any Board or committee meeting or portion thereof in which the Board or such Shareholder Nominated Director committee is evaluating and/or taking action with respect to any strategic alternatives or proposed transactions to which no member of Macellum or any of its Affiliates is a memberparty; and (p) that, in during the period from the date of this Agreement until the date of the 2016 Annual Meeting, each case of the New Director Nominees shall be entitled to receive copies of all written information furnished generally to the same extent as Board during such period and to reasonable access to the Company’s Chief Executive Officer (“CEO”) and the Company’s other members executive officers (all such contact with such other officers to be coordinated with and through the CEO) commensurate with that of a director of the TEN Board. Each Shareholder Nominated Director Company; provided, that all such information shall be also entitled to any retainer, equity compensation or other fees or compensation paid subject to the non-executive confidentiality and use restrictions set forth in the Company policies applicable to all directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this and referenced in Section 5.93 hereof.

Board Matters. (a) For so long as TFMC beneficially owns If requested in writing by Dolphin on or before the applicable percentage of TEN Shares set forth in Initial Standstill Period (defined below)(which request may be made only one time during this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors period) (the “Shareholder Nominated DirectorsRequest”), the Board shall increase the authorized number of directors and appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Dolphin Director”) as follows: a member of the Board of Directors of the Company (“Board”) to fill the vacancy created thereby and as a member of the Governance Committee and Compensation Committee of the Board, provided that, on the date of such request, Dolphin beneficially owns in the aggregate at least 4.5% of the then outstanding shares of common stock of the Company (the “Common Stock”). If at any time that the Dolphin Director is serving on the Board, Dolphin sells Common Stock such that it ceases to beneficially own in the aggregate at least 4.5% of the then outstanding Common Stock, the Dolphin Director shall immediately submit his resignation as a Board member and as a member of any committee upon which he serves. If the Board determines to accept the resignation, it shall provide a reason to Dolphin for such acceptance. For avoidance of doubt, such resignation may be accepted in the sole discretion of the Board for no reason other than such reduction in ownership. If the Dolphin Director is appointed to the Board, the Dolphin Director may not be removed by the Board at anytime prior to the 2016 Annual Meeting (as defined below), other than for cause or as a result of Dolphin selling Common Stock such that it ceases to beneficially own in the aggregate at least 4.5% of the then outstanding Common Stock. For avoidance of doubt, nothing herein shall require the Board to nominate the Dolphin Director for election to the Board at the 2016 annual meeting of shareholders of the Company (“2016 Annual Meeting”), but if the Dolphin Director is serving on the Board at such time as the Governance Committee and Board makes its determination of Board nominees in respect to the 2016 Annual Meeting, the Dolphin Director will be considered using the same standards used for other Board nominees, including those recommended by a shareholder of the Company. If the Request is made (i) two Shareholder Nominated Directorsprior to February 27, so long as TFMC beneficially owns 2015 and not subsequently withdrawn prior to the date that is at least 18% twenty calendar days prior to the initial filing of the TEN Shares; and Company’s proxy statement for the 2015 Annual Meeting (as defined below) (the “Filing Date”), the Company will, or (ii) one Shareholder Nominated Directoron or after February 27, so long as TFCM beneficially owns 2015 but at least 5% twenty calendar days prior to the Filing Date, the Company will use its commercially reasonable efforts to, nominate, recommend, support and solicit proxies for the election of the TEN Shares but less than 18% Dolphin Director to the Board in the same manner as for the Company’s other nominees standing for election to the Board at the 2015 annual meeting of shareholders of the TEN Shares. No later than Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board“2015 Annual Meeting”). (b) If Upon the execution of this Agreement, during the Standstill Period (as defined below), Dolphin hereby agrees not to (i) nominate any person for election at any time meeting of shareholders of the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose Company, (ii) submit any proposal for nomination pursuant to the foregoing sentenceconsideration at, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for bring any other reasonbusiness before any meeting of shareholders, TFMC shall be entitled directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to propose for nomination such person’s successorany meeting of shareholders, directly or indirectly, and the TEN Board shall promptly fill the vacancy with such successor not permit any of its Affiliates or Associates, as designated by TFMCdefined below, it being understood that to do any such successor nominee shall serve the remainder of the term items in this Section 1(b). During the Standstill Period, Dolphin shall not publicly or privately encourage or support any other shareholder to take any of the Shareholder Nominated Director whom such nominee replaces actions described in accordance with the TEN’s organizational documentsthis Section 1(b). (c) The TEN Board From the date of this Agreement, the Company’s obligations in Section 1(a) shall make a binding nomination be subject to the following: (i) the Dolphin Director must qualify as “independent” pursuant to NASDAQ listing standards and, with respect to the committee appointments must meet the independence requirements applicable to committee members of such committee, and (ii) there must not have been any Shareholder Nominated Director for appointment as a non-executive director material adverse change in the qualifications of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Dolphin Director (unless such nominee is appointed as determined by the Board Governance Committee in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are electedgood faith after exercising its fiduciary duties. (d) If TFMC’s beneficial ownership Whether or not the Request is made, Dolphin agrees to appear in person or by proxy at the 2015 Annual Meeting and vote all shares of TEN Shares decreases below any percentage threshold set forth Common Stock owned beneficially or of record by it (i) in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, favor of the Shareholder Nominated Directors election of each of the Company’s nominees for election to resign from the TEN Board and any committees thereof (ii) in accordance with the Board’s recommendation on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)all other proposals. (e) Each Shareholder Nominated Director Dolphin agrees that it will cause its Affiliates and Associates to comply with the terms of this Agreement. As used in this Agreement, the terms “Affiliate” and “Associate” shall be entitled to have the same expense reimbursement respective meanings set forth in Rule 12b-2 promulgated by the Securities and advancement, exculpation and indemnification in connection with his or her role as a director as Exchange Commission under the other members Securities Exchange Act of the TEN Board1934, as well as reimbursement for documentedamended, reasonable out-of-pocket expenses incurred in attending meetings of or the TEN Board rules or regulations promulgated thereunder (the “Exchange Act”), and shall include all persons or entities that at any committee of time during the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose term of this Section 5.9Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

Board Matters. (ai) For so long As soon as TFMC beneficially owns reasonably practicable, but in no event later than two (2) business days following the Effective Date, the Board, and all applicable percentage committees of TEN Shares set forth in this sentencethe Board, TFMC shall have the right take such actions as are necessary to propose one or two nominees to the TEN Board for appointment as non-executive directors appoint P▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “Shareholder Nominated DirectorsNew Director”) to the Board as follows: a Class III director with a term expiring at the 2022 Annual Meeting. The New Director will fill one (i1) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; two (2) vacancies created by the resignations of each of V▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇ and B▇▇▇▇ ▇. ▇▇▇▇▇▇ from the Board effective as of August 8, 2022. (ii) one Shareholder Nominated Prior to the appointment of the New Director, so long the Board shall determine whether the New Director is an “Independent Director,” as TFCM beneficially owns at least 5% defined in The Nasdaq Stock Market LLC Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, prior to and as a condition to the appointment of the TEN Shares but less than 18% of New Director, the TEN Shares. No later than Driver Parties must first satisfy the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold obligations set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by 2 hereof and the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated New Director shall (A) be entitled required to promptly provide to the same expense reimbursement and advancementCompany any information required to be, exculpation and indemnification or that is customarily, disclosed by directors or director candidates, in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with his assessing eligibility, independence, and other criteria applicable to directors or her role related to satisfying compliance and legal obligations, and a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in the form completed by the Company’s incumbent non-management directors) and other reasonable and customary director onboarding documentation (substantially in the form completed by the Company’s incumbent non-management directors); (B) be interviewed by the Nominating Committee of the Board (the “Nominating Committee”) and be reasonably acceptable to the Nominating Committee and the Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates); (C) consent to and participate in an appropriate background check comparable to those undergone by other non-management directors of the Company; and (D) obtain clearance to serve as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings Company from the Pennsylvania Department of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9Banking and Securities.

Board Matters. Unless otherwise unanimously agreed to by the Board, the authorized number of directors of the Company shall be seven (a7) For so long as TFMC beneficially owns during the applicable percentage term of TEN Shares set forth this Agreement. At the 2011 Annual Meeting of stockholders in this sentenceconnection with any election of directors to the Board, TFMC the Company shall nominate seven (7) persons for election to the Board, of which TLI shall be entitled to nominate three (3) members; provided, however, that in the event TLI’s beneficial ownership of the Company’s Common Stock is less than 31% but greater than 28% of the outstanding Common Stock, TLI shall be entitled to nominate two (2) members; if TLI’s beneficial ownership is equal to or less than 28% but greater than 14% TLI shall be entitled to nominate one (1) member and if TLI’s beneficial ownership is equal to or less than 14%, TLI shall not be entitled to nominate a member to the Board. If any TL Investment nominee is not approved by the Company (such determination to be made in the sole discretion of the Company acting in good faith), TL Investment shall have the right to propose one or two nominees continue submitting the name of a Replacement to the TEN Board Company for its approval until the Company approves such Replacement(s). The Company shall use its commercially reasonable efforts to cause the election or appointment as non-executive directors (of such nominees at any election of stockholders, including, but not limited to, the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% recommendation of such nominees in any proxy statement or related materials. TLI shall not be required to comply with time periods provided in the advance notice provisions of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% Company’s bylaws or certificate of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors incorporation with respect to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC nominees it is entitled to propose nominate hereunder; provided, however, that TLI shall inform the Company in a reasonable time and manner of its nominees to enable the Company to file its annual report and proxy and proceed with its annual meeting in a customary time and manner. None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for nomination such nominee pursuant to this Agreement. None of TLI, the foregoing sentenceCompany, whether due to the deathnor any officer or director thereof, resignation, retirement, disqualification or removal from office shall call a special meeting of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder stockholders of the term Company to be held regarding any election of directors within six months after the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents2011 Annual Meeting of Stockholders. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9.

Board Matters. (ai) For so long as TFMC beneficially owns Promptly following the applicable percentage date of TEN Shares set forth this Agreement, the Board and the Stockholders shall engage in this sentence, TFMC shall have the right good faith discussions to propose one or two nominees to the TEN Board for appointment as non-executive directors identify a mutually acceptable “independent” director (the “Shareholder Nominated DirectorsNew Director”) to join the Board as follows: a Class C director with a term expiring at the 2017 Annual Meeting. The Company and the Stockholders shall use their respective reasonable best efforts to agree on the New Director prior to February 28, 2017. After the Board and the Stockholders agree on the New Director, the Company shall take all action necessary to appoint the New Director to the Board within five (i5) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% Business Days of such agreement. The Board shall offer the New Director membership on each of the TEN SharesBoard’s committees (whether existing on the date of this Agreement or formed afterward). The Board shall include the New Director on its slate of nominees at the 2017 Annual Meeting. (ii) If the Tender Offer (as defined below) is not completed on or before the Tender Offer Expiration Date (as defined below), then the Company shall (A) within five (5) Business Days take all action necessary to (1) appoint Messrs. R▇▇▇▇▇▇ and T▇▇▇▇▇ to the Board as Class A directors with a term expiring at the Company’s 2019 Annual Meeting for fiscal year 2018 (the “2019 Annual Meeting”); and (ii2) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% reduce the size of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors Board to the TEN Board. six directors (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC which six directors shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, New Director (it being understood that any such successor nominee shall serve if the remainder New Director has not been identified, then the seat to be occupied by the New Director will remain empty until the New Director is identified and joins the Board), Messrs. Tofias and R▇▇▇▇▇▇, and three directors serving on the Board as of the term Tender Offer Expiration Date); and (B) not thereafter increase the size of the Shareholder Nominated Director whom such nominee replaces in accordance with Board without the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director prior written consent of the TEN Board in Stockholders. Notwithstanding the foregoing, if (a) the Tender Offer is not completed on or before the Tender Offer Expiration Date solely due to the failure to fulfill any of the Closing Conditions and (b) the Company used its reasonable best efforts to satisfy the Closing Conditions on or before the Tender Offer Expiration Date and continues to use its reasonable best efforts to satisfy the Closing Conditions thereafter, then the Company’s obligations pursuant to the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose sentence of this Section 5.93(a)(ii) shall be suspended until no later than 11:59 p.m., Eastern time, on May 1, 2017. If the Tender Offer has not been completed by 11:59 p.m., Eastern time, on May 1, 2017 (regardless of whether the Closing Conditions have been or are capable of being fulfilled) or the Company is no longer using its reasonable best efforts to satisfy the Closing Conditions, the Company’s obligations pursuant to the first sentence of this Section 3(a)(ii) shall no longer be suspended and the Company shall, within five (5) Business Days, comply with such obligations by, among other things, appointing Messrs. R▇▇▇▇▇▇ and Tofias to the Board. It is agreed that the appointment of Messrs. R▇▇▇▇▇▇ and T▇▇▇▇▇ to the Board pursuant to this Section 3(a)(ii) shall be in addition to, and not exclusive of, any other legal remedies that may be available to the Stockholders for the Company’s breach of any covenant or agreement contained in this Agreement. By signing this Agreement, each of the Insiders agrees to take all action necessary (including by resigning from the Board) to effectuate this Section 3(a)(ii).

Board Matters. (a) For so long as TFMC beneficially owns The Company hereby agrees to cause the applicable percentage Company’s Board of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors Directors (the “Shareholder Nominated DirectorsBoard”) (i) to increase the number of members of the Board by one (1) Class III Director, (ii) to fill the vacancy on the Board resulting from such increase by appointing ▇▇▇▇▇▇▇▇ Press (such individual, and any Replacement Director (as defined in Section 1.1(b)), the “Nominee”) as follows: a Class III director, (iiii) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% to appoint the Nominee to the Nominating and Corporate Governance Committee of the TEN Shares; Board and (iiiv) one Shareholder Nominated Director, so long as TFCM beneficially owns to nominate the Nominee for election at least 5% the 2016 annual meeting of stockholders of the TEN Shares but less than 18% Company (the “2016 Annual Meeting”) as a Class III director with a term expiring at the 2017 annual meeting of stockholders of the TEN SharesCompany (the “2017 Annual Meeting”). No later than The Company will recommend and solicit proxies for the Distribution Dateelection of the Nominee at the 2016 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2016 Annual Meeting. The Company further agrees that without the unanimous approval of the Board, TFMCincluding the Nominee, acting as the sole shareholder size of TEN, the Board shall appoint not exceed seven members following the initial Shareholder Nominated Directors appointment of the Nominee and prior to the TEN Board2017 Annual Meeting (or earlier, in the event that the Nominee’s resignation becomes effective pursuant to Section 1.1(f)); provided that the Company shall be permitted to increase the size of the Board to eight members solely in connection with the appointment to the Board of a person identified by the Company to BLR prior to the date hereof. (b) If the Nominee is unable or unwilling to serve as a director, resigns as a director or is removed as a director prior to the 2017 Annual Meeting, and at such time the BLR Group beneficially owns in the aggregate at least 5.0% of the Company’s then outstanding common stock, par value $0.01 per share (“Common Stock”, and such 5.0% ownership threshold, the “Minimum Ownership Threshold”), BLR (on behalf of the BLR Group) shall have the right to recommend a substitute person in accordance with this Section 1.1(b) (any such substitute person, a “Replacement Director”) who qualifies as “independent” pursuant to the Securities and Exchange Commission and New York Stock Exchange listing standards for approval by the Nominating and Corporate Governance Committee and the Board, which approval shall not be unreasonably withheld. The Nominating and Corporate Governance Committee shall, in good faith, make its determination and recommendation regarding whether such person so qualifies as “independent” and is reasonably acceptable to the Nominating and Corporate Governance Committee as soon as reasonably practicable after representatives of the Board have conducted customary interview(s) of such nominee. The Company shall use commercially reasonable efforts to conduct any such interview(s) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after BLR’s submission of such nominee. In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by BLR as the Replacement Director, BLR (on behalf of the BLR Group) shall have the right to recommend alternative substitute person(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee, the Board shall vote on the appointment of such Replacement Director to the Board within five (5) business days after the Nominating and Corporate Governance Committee recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board, the Parties shall continue to follow the procedures of this Section 1.1(b) until a Replacement Director is appointed to the Board. Any Replacement Director thus appointed shall be appointed to such committee (if any) of the Board as the Nominating and Corporate Governance Committee shall recommend to the Board. If at any time the number BLR Group’s aggregate beneficial ownership of Shareholder Nominated Directors serving on the TEN Board is Common Stock decreases to less than the total number Minimum Ownership Threshold, the right of Shareholder Nominated Directors TFMC is entitled to propose for nomination the BLR Group pursuant to this Section 1.1(b) to participate in the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office recommendation of a Shareholder Nominated Replacement Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated caused by TFMCany inability or unwillingness to serve, it being understood that any such successor nominee shall serve the remainder resignation or removal of the term of Nominee or any Replacement Director shall automatically terminate. Notwithstanding the Shareholder Nominated foregoing, in the event that the BLR Group fails to comply with its obligations hereunder prior to the 2017 Annual Meeting or there shall have occurred a Resignation Event (as defined below), the Company (including the Nominating and Corporate Governance Committee and the Board) shall not be required to appoint the Nominee or any Replacement Director whom such nominee replaces in accordance with to the TEN’s organizational documentsBoard. (c) The TEN Board Prior to the date hereof, the Nominee has delivered, and BLR shall make cause each Replacement Director recommended by BLR pursuant to Section 1.1(b) to deliver promptly following such recommendation, to the Company (x) a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director fully completed copy of the TEN Board in Company’s standard director & officer questionnaire and other customary director onboarding documentation, (y) the first meeting information required pursuant to Article II, Section 11 of the TEN general meeting that is convened after receiving TFMCCompany’s proposal for a Shareholder Nominated Director Amended and Restated Bylaws (unless such nominee is appointed by the Board in accordance with Section 5.9(b“Bylaws”) and at each subsequent TEN general or special meeting at which (z) a written acknowledgment that the Nominee agrees to be bound by all current policies, codes and guidelines applicable to directors are electedof the Company. (d) If TFMC’s beneficial The BLR Group agrees that the Board or any committee or subcommittee thereof, in the exercise of its duties, may recuse the Nominee (or the Replacement Director, if applicable) from the portion of any Board or committee or subcommittee meeting at which the Board or any such committee or subcommittee is evaluating and/or taking action with respect to (i) the ownership of TEN Shares decreases below Common Stock by the BLR Group, (ii) the exercise of any percentage threshold set forth of the Company’s rights or enforcement of any of the obligations under this Agreement, (iii) any action taken in response to actions taken or proposed by BLR Group Members or their Affiliates (as defined in Section 5.9(a)2.3) with respect to the Company, TFMC shall promptly notify TEN and(iv) any transaction proposed by, or with, BLR Group Members or their Affiliates or (v) such other matters as reasonably determined by the Board or such committee or subcommittee to present an actual or perceived conflict of interest with respect to the Nominee (or the Replacement Director, if requested by the TEN Board, cause one applicable) or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)BLR Group Member or affiliate. (e) Each Shareholder Nominated Director shall be entitled to The BLR Group agrees that the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role Nominee’s compensation as a non-employee director as for 2016 will be pro-rated based on the other members date of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings Nominee’s commencement of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director. (f) Concurrently with the execution of this Agreement, including the Nominee has delivered to the Company an irrevocable resignation letter pursuant to which the Nominee will immediately resign from the Board and all applicable committees thereof if any service on BLR Group Member, its Affiliates or Associates takes any committee action with any Third Party (as defined below) in connection with conducting, or otherwise commences, a proxy contest in respect of the TEN Board. The TEN Board shall give each Shareholder Nominated Director 2017 Annual Meeting or provides the same due consideration for membership to any committee Company with a notice of nomination of director(s) in respect of the TEN 2017 Annual Meeting (it being understood that the Nominee will resign from the Board as prior to such event). In addition, prior to the appointment of any Replacement Director to the Board pursuant to Section 1.1(b), the BLR Group agrees to obtain from such Replacement Director and deliver to the Company an irrevocable resignation letter pursuant to which the Replacement Director shall resign from the Board and all applicable committees thereof if any BLR Group Member, its Affiliates or Associates takes any action with any Third Party in connection with conducting, or otherwise commences, a proxy contest in respect of the 2017 Annual Meeting or provides the Company with a notice of nomination of director(s) in respect of the 2017 Annual Meeting (it being understood that the Replacement Director will resign from the Board prior to such event) (each of the circumstances described in the two preceding sentences, a “Resignation Event”). For the avoidance of doubt, the foregoing shall not limit any other non-executive director. For as long as TFMC has rights or remedies of the right to Company for a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies breach or take any other similar action to frustrate the purpose threatened breach of this Section 5.9Agreement.

Board Matters. (a) For so long Pursuant to the Certificate of Designations of Series A Convertible Preferred Stock creating the Preferred Stock, the Stockholders are entitled to elect up to three directors in certain circumstances (the “Stockholder Designees,” whether one or more ) and for the period specified therein (the “Stockholder Designee Period”). The Company agrees to take such actions as TFMC beneficially owns may be necessary or appropriate to permit such election to be made to the applicable percentage extent provided in the Certificate of TEN Shares Designations of Series A Convertible Preferred Stock, subject to the provisions set forth in this sentenceSection 2.1. Upon termination of the Stockholder Designee Period, TFMC the terms of the Stockholder Designees as directors will cease and each of the Stockholders shall cause the Stockholder Designees to offer to resign immediately from any committees thereof, whether as observer or otherwise, (which offer to resign may be accepted or declined in the sole and absolute discretion of the Board of Directors) and the Company’s obligations under this Section 2.1 shall terminate. Notwithstanding the provisions of this Section 2.1(a) or Certificate of Designations of Series A Convertible Preferred Stock, the Stockholders agree that: (i) Stockholders holding a majority of the shares of Preferred Stock then held by all Stockholders (the “Majority Stockholders”) will provide the Company with such information concerning the background of such Stockholder Designees as the Nominating Committee of the Board of Directors may reasonably request; (ii) subject to (iii) below, the Majority Stockholders will elect initially [ ] and [ ] as the Class I and Class II Stockholder Designees, respectively, and [ ] as the Class III Stockholder Designee, if applicable, as determined in the Certificate of Designations of Series A Convertible Preferred Stock; (iii) the Majority Stockholders will not elect (and agree to withdraw the nomination of or cause the removal of) any Person to the Company’s Board of Directors if the Nominating Committee of the Board of Directors determines in good faith that the proposed Stockholder Designee does not meet the qualification requirements imposed with respect to other directors or determines that a proposed Stockholder Designee would not be qualified under any applicable law, rule or regulation (including under any exchange rules) to serve as a director of the Company or if the Company objects to a Stockholder Designee because such Stockholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such Person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services. In such an event, the Stockholder shall withdraw the designation of such proposed Stockholder Designee and designate a replacement therefor (which replacement Stockholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify the Stockholders of any objection to a Stockholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable the Stockholders to propose a replacement Stockholder Designee in accordance with the terms of this Agreement. (b) The parties intend that the Company’s securities continue to meet the qualification requirements applicable to the American Stock Exchange. The Board of Directors will be comprised according to such requirements. (c) Each Stockholder Designee serving on the Board of Directors shall be entitled to all directors fees, insurance, indemnification, compensation and equity incentives granted to directors who are not employees of the Company on the same terms provided to, and subject to the same limitations applicable to, such directors. (d) At any time that the composition of the board of managers or board of directors of any subsidiary of the Company (a “Sub Board”) is not identical to the composition of the Board, the Stockholder shall have the right to propose one or two nominees to the TEN a proportional number of board seats on such Sub Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving Stockholder has on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)Directors. (e) Each Shareholder Nominated Director The Company shall use its best efforts to ensure that one of the Stockholder Designees is appointed to each committee of the Board of Directors, and each committee of any Sub Board, other than (i) a special committee appointed to consider any matter involving the Stockholder or its Related Persons and (ii) where each of the Stockholder Designees is not permitted to serve as a result of any law, regulation or rule of a securities exchange. If all of the Stockholder Designees are disqualified from serving on a committee pursuant to (ii) above, the Company will use its best efforts to ensure that one of the Stockholder Designees is appointed as an observer to any such committee. The observer will not be a member of such committee or entitled to vote on any matter acted upon, but will be entitled to all notices of and to attend and participate in meetings thereof, subject to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as power of the other committee chair to conduct executive sessions of only the full members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9committee.

Board Matters. (a) For so long Promptly after the date hereof, the Company shall begin the process of identifying a candidate for appointment to its Board of Directors (the "Board") as TFMC beneficially owns an additional director (the applicable percentage of TEN Shares set forth "New Director") with business and operating experience in this sentence, TFMC shall have such areas as would enhance the right to propose one or two nominees Board and who is mutually acceptable to the TEN Board's Committee on the Board and the Barington Group. The New Director shall qualify as an "independent director" under the listing standards of the New York Stock Exchange and the rules of the SEC, and shall be an individual that the members of the Board's Committee on the Board and the Barington Group reasonably believe does not have a relationship with the Barington Group that would impair the independence of such director in carrying out the responsibilities of a director of the Company. The Barington Group has submitted to the Company on a confidential basis three possible candidates for appointment consideration as non-executive directors a New Director (the “Shareholder Nominated Directors”"Barington Proposed Candidates") as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% and hereby confirms that any of them would be acceptable to the Barington Group. The Board has also indicated to the Barington Group on a confidential basis several possible candidates for consideration. Consideration of candidates will proceed expeditiously under the corporate governance guidelines of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of Board's Committee on the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) Not later than April 30, 2006 (the "Appointment Deadline"), the Company shall increase the size of the Board from eight (8) to nine (9) directors. As soon as the Board's Committee on the Board and the Barington Group have reached agreement on the New Director, the Board will appoint the New Director as a Class II director. If by the Appointment Deadline the Board's Committee on the Board and the Barington Group have not agreed on a New Director other than one of the Barington Proposed Candidates, the Board will appoint as the New Director one of the Barington Proposed Candidates of its choice who meets the qualifications set forth in Section 1(a) above. The Company agrees to include the New Director in the Board's slate of nominees for election as a director of the Company at the Company's 2007 annual meeting of stockholders (the "2007 Annual Meeting") and to use its reasonable best efforts to cause the election of the New Director at the 2007 Annual Meeting (including, without limitation, recommending that the Company's shareholders vote in favor of the New Director's election). If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant anytime prior to the foregoing sentence, whether due to the death, resignation, retirement, disqualification 2007 Annual Meeting or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of during the term of the Shareholder Nominated New Director whom that begins immediately after the 2007 Annual Meeting there shall occur a vacancy in the Board seat occupied by the New Director by reason of the resignation, removal, death or incapacity of the New Director, then the Company shall take all necessary action to fill such nominee replaces vacancy by a person selected in accordance with the TEN’s organizational documentssame manner as, and who meets the qualifications of, the New Director set forth in Section 1(a) above. (c) The TEN Board As soon as practicable after the date hereof the Company shall make a binding nomination of any Shareholder Nominated Director file and mail to shareholders its definitive proxy statement for appointment as a non-executive director of the TEN Board in the first Company's 2006 annual meeting of shareholders (the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b"2006 Annual Meeting") and at each subsequent TEN general or special meeting at which directors are electedto be held on April 6, 2006. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9.

Board Matters. (a) For so long as TFMC beneficially owns Promptly after the applicable percentage date hereof, the Company shall begin the process of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board identifying a candidate for appointment as non-executive directors to its Board of Directors (the “Shareholder Nominated DirectorsBoard”) as follows: an additional director (ithe “New Director”) two Shareholder Nominated Directors, so long with business and operating experience in such areas as TFMC beneficially owns at least 18% would enhance the Board and who is mutually acceptable to the Board’s Committee on the Board and the Barington Group. The New Director shall qualify as an “independent director” under the listing standards of the TEN Shares; New York Stock Exchange and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% the rules of the TEN Shares but less than 18% SEC, and shall be an individual that the members of the TEN SharesBoard’s Committee on the Board and the Barington Group reasonably believe does not have a relationship with the Barington Group that would impair the independence of such director in carrying out the responsibilities of a director of the Company. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors The Barington Group has submitted to the TEN Company on a confidential basis three possible candidates for consideration as a New Director (the “Barington Proposed Candidates”) and hereby confirms that any of them would be acceptable to the Barington Group. The Board has also indicated to the Barington Group on a confidential basis several possible candidates for consideration. Consideration of candidates will proceed expeditiously under the corporate governance guidelines of the Board’s Committee on the Board. (b) Not later than April 30, 2006 (the “Appointment Deadline”), the Company shall increase the size of the Board from eight (8) to nine (9) directors. As soon as the Board’s Committee on the Board and the Barington Group have reached agreement on the New Director, the Board will appoint the New Director as a Class II director. If by the Appointment Deadline the Board’s Committee on the Board and the Barington Group have not agreed on a New Director other than one of the Barington Proposed Candidates, the Board will appoint as the New Director one of the Barington Proposed Candidates of its choice who meets the qualifications set forth in Section 1(a) above. The Company agrees to include the New Director in the Board’s slate of nominees for election as a director of the Company at the Company’s 2007 annual meeting of stockholders (the “2007 Annual Meeting”) and to use its reasonable best efforts to cause the election of the New Director at the 2007 Annual Meeting (including, without limitation, recommending that the Company’s shareholders vote in favor of the New Director’s election). If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant anytime prior to the foregoing sentence, whether due to the death, resignation, retirement, disqualification 2007 Annual Meeting or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of during the term of the Shareholder Nominated New Director whom that begins immediately after the 2007 Annual Meeting there shall occur a vacancy in the Board seat occupied by the New Director by reason of the resignation, removal, death or incapacity of the New Director, then the Company shall take all necessary action to fill such nominee replaces vacancy by a person selected in accordance with the TEN’s organizational documentssame manner as, and who meets the qualifications of, the New Director set forth in Section 1(a) above. (c) The TEN Board As soon as practicable after the date hereof the Company shall make a binding nomination of any Shareholder Nominated Director file and mail to shareholders its definitive proxy statement for appointment as a non-executive director of the TEN Board in the first Company’s 2006 annual meeting of shareholders (the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b“2006 Annual Meeting”) and at each subsequent TEN general or special meeting at which directors are electedto be held on April 6, 2006. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9.

Board Matters. (ai) For so long as TFMC beneficially owns Promptly following the applicable percentage date of TEN Shares set forth this Agreement, the Board and the Stockholders shall engage in this sentence, TFMC shall have the right good faith discussions to propose one or two nominees to the TEN Board for appointment as non-executive directors identify a mutually acceptable “independent” director (the “Shareholder Nominated DirectorsNew Director”) to join the Board as follows: a Class C director with a term expiring at the 2017 Annual Meeting. The Company and the Stockholders shall use their respective reasonable best efforts to agree on the New Director prior to February 28, 2017. After the Board and the Stockholders agree on the New Director, the Company shall take all action necessary to appoint the New Director to the Board within five (i5) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% Business Days of such agreement. The Board shall offer the New Director membership on each of the TEN SharesBoard’s committees (whether existing on the date of this Agreement or formed afterward). The Board shall include the New Director on its slate of nominees at the 2017 Annual Meeting. (ii) If the Tender Offer (as defined below) is not completed on or before the Tender Offer Expiration Date (as defined below), then the Company shall (A) within five (5) Business Days take all action necessary to (1) appoint Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ to the Board as Class A directors with a term expiring at the Company’s 2019 Annual Meeting for fiscal year 2018 (the “2019 Annual Meeting”); and (ii2) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% reduce the size of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors Board to the TEN Board. six directors (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC which six directors shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, New Director (it being understood that any such successor nominee shall serve if the remainder New Director has not been identified, then the seat to be occupied by the New Director will remain empty until the New Director is identified and joins the Board), Messrs. Tofias and ▇▇▇▇▇▇▇, and three directors serving on the Board as of the term Tender Offer Expiration Date); and (B) not thereafter increase the size of the Shareholder Nominated Director whom such nominee replaces in accordance with Board without the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director prior written consent of the TEN Board in Stockholders. Notwithstanding the foregoing, if (a) the Tender Offer is not completed on or before the Tender Offer Expiration Date solely due to the failure to fulfill any of the Closing Conditions and (b) the Company used its reasonable best efforts to satisfy the Closing Conditions on or before the Tender Offer Expiration Date and continues to use its reasonable best efforts to satisfy the Closing Conditions thereafter, then the Company’s obligations pursuant to the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose sentence of this Section 5.93(a)(ii) shall be suspended until no later than 11:59 p.m., Eastern time, on May 1, 2017. If the Tender Offer has not been completed by 11:59 p.m., Eastern time, on May 1, 2017 (regardless of whether the Closing Conditions have been or are capable of being fulfilled) or the Company is no longer using its reasonable best efforts to satisfy the Closing Conditions, the Company’s obligations pursuant to the first sentence of this Section 3(a)(ii) shall no longer be suspended and the Company shall, within five (5) Business Days, comply with such obligations by, among other things, appointing Messrs. ▇▇▇▇▇▇▇ and Tofias to the Board. It is agreed that the appointment of Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ to the Board pursuant to this Section 3(a)(ii) shall be in addition to, and not exclusive of, any other legal remedies that may be available to the Stockholders for the Company’s breach of any covenant or agreement contained in this Agreement. By signing this Agreement, each of the Insiders agrees to take all action necessary (including by resigning from the Board) to effectuate this Section 3(a)(ii).

Board Matters. BOARD APPOINTMENTS; 2008 ANNUAL MEETING; COMMITTEE APPOINTMENTS. (a) For so long The Company agrees to appoint Clay B. Lifflander ("▇▇▇▇▇▇▇▇▇▇") ▇▇▇ ▇harles B. McQuade ("▇▇▇▇▇▇▇" ▇▇▇, ▇▇▇▇the▇ ▇▇▇▇ Lifflander, the "MMI Nominees") to serve as TFMC beneficially owns directors of the applicable percentage Board immediately following execution of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees Agreement. Lifflander will be appointed to the TEN class of directors to serve until the 2008 Annual Meeting and thereafter, if elected, for a term of three years expiring at the Company's 2011 annual meeting of stockholders, and McQuade will be appoi▇▇▇▇ ▇▇ the class of directors to serve for a term expiring at the Company's 2010 annual meeting of stockholders. The term of each MMI Nominee is referred to herein, as applicable, as the "MMI Nominee Term". At the 2008 Annual Meeting, the Board agrees to nominate Lifflander for reelection as a director, recommend that the Company's shareholders vote to elect Lifflander as a director, will recommend that the Company's shareholders vote all proxies in favor of his election and will otherwise use reasonable best efforts to cause the election of Lifflander in the same manner as any other director nominees of the Board. The Company will file a definitive proxy statement with the SEC which includes such information regarding Lifflander as is required by federal securities laws in connection with his nomination by the Company. (b) Upon the appointment as non-executive of the MMI Nominees to the Board, the size of the Board shall be increased to thirteen (13) directors. Following the 2008 Annual Meeting, the size of the Board shall not be increased in excess of thirteen (13) directors at any time while Lifflander is on the Board. (c) If Lifflander is not elected to the “Shareholder Nominated Directors”) as follows: Board at the 2008 Annual Meeting, (i) two Shareholder Nominated Directorsthe MMI Group shall thereafter be entitled to select a replacement nominee whom, so long as TFMC beneficially owns at least 18% subject to a determination by the Board's Nominating & Governance Committee that such individual is qualified, which may not be unreasonably withheld, the Company or the Board will promptly appoint to the Board to serve until the Company's 2009 annual meeting of stockholders (the TEN Shares"2009 Annual Meeting"); and (ii) one Shareholder Nominated Director, so long the Company will nominate any such replacement nominee for election to the Board at the 2009 Annual Meeting to serve in place of Lifflander for a term which will expire at the Company's 2011 annual meeting of stockholders. Any replacement director appointed pursuant to this Section 1(c) shall also be referred to as TFCM beneficially owns at least 5% of an "MMI Nominee" and the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting term for which such MMI Nominee is appointed pursuant to this Section 1(c) shall be referred to as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Boardsuch MMI Nominee's "MMI Nominee Term." (bd) If at any time during the number period from the date of Shareholder Nominated Directors serving on this Agreement until the TEN end of the applicable MMI Nominee Term: (i) there shall occur a vacancy in the Board seat previously occupied by Lifflander by reason of his resignation, removal, death or incapacity, then the Company shall take all necessary action to promptly fill such vacancy with a person proposed by the MMI Group, subject to a determination by the independent members of the Board's Nominating and Governance Committee that such individual is less than qualified, which may not be unreasonably withheld; provided that the total number MMI Group may choose not to fill such vacancy; or (ii) there shall occur a vacancy in the Board seat previously occupied by McQuade by reason of Shareholder Nominated Directors TFMC ▇▇▇ ▇▇▇ignation, removal, death or incapacity, then the Company shall take all necessary action to promptly fill such vacancy with a person proposed by the MMI Group, subject to a determination by the independent members of the Board's Nominating and Governance Committee that such individual is entitled qualified; provided that if the independent members of the Board's Nominating and Governance Committee determine that such individual is not qualified, the MMI Group shall propose three other individuals to propose for nomination fill such vacancy that MMI believes are qualified and the Company shall appoint one of such three individuals to serve as a replacement director. Any replacement director appointed pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC this Section 1(d) shall be entitled to propose appointed for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder applicable MMI Nominee Term of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documentsMMI Nominee replaced and shall also be referred to as an "MMI Nominee. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)." (e) Each Shareholder Nominated Director The 2008 Annual Meeting shall be entitled held on July 24, 2008, or within 30 days thereafter. The 2009 Annual Meeting shall be held no later than June 1, 2009. (f) Immediately following the 2008 Annual Meeting, the Board will appoint McQuade to the same expense reimbursement Board'▇ ▇▇▇▇▇nsation Committee and advancementFinance Committee and Lifflander to the Board's Finance Committee and Nominating and Governance Committee, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any will appoint an MMI Nominee to each committee of the TEN Board created after the date of which such Shareholder Nominated Director is a memberthis Agreement, as and when requested by the MMI Group. In addition, in each case the event the powers of the Board's Audit Committee are expanded after the date of this Agreement in any material respect, the Board will appoint an MMI Nominee to the same extent Audit Committee, as and when requested by the other members of MMI Group (g) As used in this Agreement, the TEN Board. Each Shareholder Nominated Director terms "Affiliate" and "Associate" shall be also entitled to have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms "beneficial owner" and "beneficial ownership" shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms "person" or "persons" shall mean any retainerindividual, equity compensation corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other fees entity of any kind or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9nature.

Board Matters. (a) For so long as TFMC beneficially owns The Company agrees that within 10 business days following the execution of this Agreement, the Board and all applicable percentage committees of TEN Shares set forth in this sentencethe Board shall take all necessary actions to appoint J▇▇▇▇ ▇. ▇▇▇▇▇▇ and M▇▇▇ ▇▇▇▇▇▇▇▇ (each an “Appointed Director” and, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (collectively, the “Shareholder Nominated Appointed Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% directors of the TEN Shares; Company and (ii) one Shareholder Nominated Directorthe Board shall recommend, so long support and solicit proxies for the Appointed Directors (A) at the 2019 Annual Meeting and (B) if thirty (30) calendar days prior to the deadline for the submission of shareholder nominations for the 2020 annual meeting of shareholders (the “2020 Annual Meeting”) pursuant to the Amended Bylaws of the Company (the “Bylaws”) JCP’s Ownership (as TFCM beneficially owns determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Shares is at least 5the lesser of (x) 5.0% of the TEN Company’s then outstanding Shares but less than 18% and (y) 1,709,947 Shares (the “Minimum Ownership Threshold”), at the 2020 Annual Meeting, in each case, in the same manner as it recommends, supports, and solicits proxies for the election of the TEN Shares. No later than other director candidates nominated by the Distribution DateCompany at the 2019 Annual Meeting and 2020 Annual Meeting, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Boardrespectively. (b) If The Company agrees that (i) JCP will have the right to designate an additional director candidate (the “Additional Director”) to be appointed to the Board, subject to the approval (which shall not be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Board after exercising their good faith customary due diligence process and fiduciary duties, on or within thirty (30) days from the date that is eighteen (18) months from the date hereof if at such time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of Shares is no less than the Minimum Ownership Threshold, and (ii) if at such time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of Shares is no less than the Minimum Ownership Threshold, the Board shall recommend, support and solicit proxies for the election of the Additional Director at the first annual meeting of shareholders to occur after such Additional Director’s appointment to the Board in the same manner as it recommends, supports, and solicits proxies for the election of the other director candidates nominated by the Company. The Additional Director shall qualify as “independent” pursuant to U.S. Securities and Exchange Commission (the “SEC”) rules and regulations and applicable stock exchange listing standards and be of sound character to serve as a director of a public company. JCP shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the number Exchange Act) of Shareholder Nominated Directors serving on the TEN Board is Shares decreases to less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documentsMinimum Ownership Threshold. (c) The TEN Board Company agrees that the last sentence of Article III, Section 11 of the Bylaws shall make a binding nomination be inapplicable with respect to the Appointed Directors and the Additional Director (collectively, the “New Directors”). For the avoidance of any Shareholder Nominated doubt, no New Director for appointment may be removed as a non-executive director by a majority vote of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are electedBoard. (d) If TFMC’s beneficial ownership Without the approval of TEN Shares decreases below two (2) New Directors, the size of the Board shall not exceed seven (7) members prior to the appointment of the Additional Director and shall not exceed eight (8) members thereafter during the Standstill Period; provided that the Board shall have the ability to expand the Board and add additional directors at any percentage threshold set forth time in Section 5.9(a), TFMC shall promptly notify TEN and, if requested connection with (i) an acquisition of or merger with a third party by the TEN BoardCompany or its subsidiaries or (ii) a private investment in the Company, cause one or morein each case, as applicable, in which more than 5% of the Shareholder Nominated Directors to resign from issued and outstanding shares of the TEN Company are issued in connection with such a transaction that is approved by at least two-thirds (2/3) of the Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a(including at least two (2) New Directors). (e) Each Shareholder Nominated New Director shall be entitled to the same expense reimbursement understands and advancement, exculpation and indemnification in connection with his or her role as a director as the other acknowledges that all members of the TEN Board, as well as reimbursement for documentedincluding the New Directors, reasonable out-of-pocket expenses incurred are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies, and corporate governance guidelines, and agrees to preserve the confidentiality of Company business and information, including discussions of matters considered in attending meetings of the TEN Board or any committee committees of the TEN Board of which Board. JCP shall provide, and shall use its commercially reasonable efforts to cause each New Director to provide, the Company with such Shareholder Nominated information concerning such New Director or JCP, as the case may be, as is a memberrequired to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to the same extent as the other members enable timely filing of the TEN Board. Each Shareholder Nominated Company’s proxy statement. (f) The Company agrees that if any New Director shall be also entitled is unable to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service serve as a director, including any service on any committee resigns as a director or is removed as a director prior to the expiration of the TEN Board. The TEN Board Standstill Period, and at such time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of Shares is no less than the Minimum Ownership Threshold, then JCP shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has have the right to recommend a Shareholder Nominated Directorsubstitute person(s); provided, TEN that any substitute person recommended by JCP shall qualify as “independent” pursuant to the Over-the-Counter Quotations Bureau (the “OTCQB”) listing standards, and have relevant financial and business experience to fill the resulting vacancy. In the event the Nominating Committee or the Board does not accept a substitute person so recommended by JCP (it being acknowledged that the Nominating Committee and the Board shall exercise their good faith customary due diligence process and fiduciary duties and shall not amend unreasonably withhold their approval), JCP shall have the right to recommend additional substitute person(s) for consideration by the Nominating Committee. Upon the acceptance of a replacement director nominee by the Nominating Committee, the Board will take such actions as to appoint such replacement director to the Board no later than ten (10) business days after the Nominating Committee recommendation of such replacement director. (g) Nothing in this Agreement shall require the Company, its organizational documents, adopt any policies or committees and directors to take any action contrary to their corporate governance responsibilities and to the reasonable and faithful fulfillment of their fiduciary and other similar action duties as directors of the Company, nor contrary to frustrate any law or regulation applicable to the purpose Company and its directors, including but not limited to responsibilities related to the review, vetting and appointment of this Section 5.9potential directors considered for appointment to the Board.

Board Matters. (ai) For so As long as TFMC the Buyer, together with its Affiliates, “beneficially owns the applicable percentage of TEN Shares own” (as set forth in this sentenceRule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) shares of Common Stock, TFMC shall have if any Director Designee ceases to be a member of the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (any reason then the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall Buyer will be entitled to propose recommend, subject to the limitations set forth in Section 4(l)(iv), for nomination consideration by the Board, another individual (a “Successor Designee”) to serve as a director in place of such person’s successor, Director Designee. Any Successor Designee must (A) satisfy the Board membership criteria then established and maintained by the Board and the TEN Company consistent with past practice and (B) be reasonably acceptable to the Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that in its good faith business judgment after exercising its fiduciary duties and (C) not be subject to any such successor nominee shall serve the remainder of the term “bad actor” disqualifications set forth in Rule 506(d)(1) of Regulation D promulgated under the Shareholder Nominated Director whom such nominee replaces Securities Act. Subject to the limitations set forth in accordance with Section 4(l)(iv), the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment will appoint the Successor Designee as a non-executive director of promptly after he has been recommended by the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed Buyer and approved by the Board in accordance with herewith and such Successor Designee will be appointed to the same class of directors on which the Director Designee that he is replacing then serves. In the event the Board declines to accept a candidate recommended by the Buyer due to a failure to meet the standards established by this Section 5.9(b) 4(l)(i), the Buyer may propose a replacement, subject to the above and at each subsequent TEN general or special meeting at which directors are electedbelow criteria. Upon becoming a member of the Board, the Successor Designee will be deemed a “Director Designee” for all purposes under this Agreement and will succeed to all of the rights and privileges of, and will be bound by the terms and conditions applicable to, a Director Designee under this Agreement. (dii) If TFMC’s beneficial ownership As long as the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of TEN Shares decreases below any percentage threshold the ▇▇▇▇ ▇▇▇) shares of Common Stock, the Company will, provided that each such Director Designee is not then subject to a “bad actor” disqualification as set forth in Rule 506(d)(1) of Regulation D promulgated under the Securities Act and subject to the limitations set forth in Section 5.9(a4(l)(iv), TFMC shall promptly notify TEN and, if requested include the Director Designee(s) on the slate of nominees recommended for election by the TEN Board, cause one or more, as applicable, Board in the Company’s proxy statement and on its proxy card relating to each annual meeting of shareholders and each special meeting of shareholders at which the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof class of directors on which such Shareholder Nominated Directors serveDirector Designee then serves is up for election. In connection with such meetings (and any adjournments or postponements thereof), such the Company will publicly recommend that the remaining number Company’s shareholders vote in favor of Shareholder Nominated Directors the election of each Director Designee, solicit proxies for the election of each Director Designee (in materially the same manner as it does for all other director nominees at such meeting devoting materially the same resources to such solicitation consistent with prior practice), and cause all Common Stock represented by proxies granted to it (or any of its officers or representatives) to be voted in favor of each Director Designee. (iii) As long as the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) shares of Common Stock and subject to the limitations set forth in Section 4(l)(iv), (A) the Board will appoint at least one (1) Director Designee to serve on each committee of the TEN Board does created after the date hereof and (B) the Company will not exceed cause any Director Designee to be removed or disqualified from any committee of the number that TFMC Board to which such individual was appointed pursuant to the terms of this Agreement unless he is then entitled legally prohibited to propose for nomination serve on such committee or no longer serves as a director of the Company as a consequence of a reduction in Director Designees/Successor Designees pursuant to Section 5.9(a)4(l)(iv) or otherwise. (eiv) Each Shareholder Nominated Notwithstanding anything else herein to the contrary, the Buyer’s and its Affiliates’ right to recommend a Successor Designee to the Board of the Company, and the Company’s obligations pursuant to Section 4(l)(i), (ii) and (iii) (including any obligation to appoint such Successor Designee to the Board, take action to recommend such Successor Designee or any Director Designee for election and inclusion on a slate of nominees and appoint a Director Designee to Board committees), shall be based on the amount of shares of Common Stock of the Company beneficially owned by the Buyer and its Affiliates at any applicable time. Pursuant to the foregoing, the following shall apply: (1) In the event the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) twenty-five percent (25%) or more of the shares of Common Stock then outstanding, the Buyer shall be entitled to exercise its rights pursuant to Section 4(l)(i) and the same expense reimbursement Company shall be bound by the agreements and advancementcovenants set forth in Section 4(l)(i), exculpation (ii) and indemnification (iii) such that the Company Board contains a total of three (3) Director Designees and/or Successor Designees; (2) In the event the Buyer, together with its Affiliates, “beneficially own” (as set forth in connection Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) less than twenty-five percent (25%), but ten percent (10%) or more of the shares of Common Stock then outstanding, the Buyer shall be entitled to exercise its rights pursuant to Section 4(l)(i) and the Company shall be bound by the agreements and covenants set forth in Section 4(l)(i), (ii) and (iii) such that the Company Board contains a total of two (2) Director Designees and/or Successor Designees; and (3) In the event the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) less than ten percent (10%) of the shares of Common Stock then outstanding, the Buyer shall be entitled to exercise its rights pursuant to Section 4(l)(i) and the Company shall be bound by the agreements and covenants set forth in Section 4(l)(i), (ii) and (iii) such that the Company Board contains a total of one (1) Director Designee or Successor Designee. (v) As long as at least one (1) Director Designee is a member of the Board, the size of the Board shall be fixed at seven (7) directors. (vi) Each Director Designee will be (A) compensated for his or her role service as a director and will be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, (B) granted equity-based compensation and other benefits on the same basis as all other non-employee directors of the Company, and (iii) entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other members non-employee directors of the TEN Board, Company as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case rights may exist from time to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9time.

Board Matters. (a) For so long as TFMC beneficially owns The Company and H▇▇▇▇▇▇ mutually agree that the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors Company will engage a nationally recognized recruiting firm (the “Shareholder Nominated DirectorsRecruiting Firm”) to assist the Board by conducting a complete review of potential candidates for the Board. Each Party acknowledges that, prior to the Effective Date, it has had an equal ability to create a list of criteria for such potential candidates as follows: set forth on Exhibit A attached hereto (ithe “Criteria”). H▇▇▇▇▇▇ agrees to work closely and in good faith with the Recruiting Firm to identify a list of no fewer than five (5) two Shareholder Nominated Directorspotential candidates, so long each of whom must possess all the Criteria and would be presented for interview and selection by the Board; provided, however, that should more than five (5) qualified candidates be identified, the Board, at its option, may elect to interview the additional candidates; provided, further, that in exchange for Hammann’s services as TFMC beneficially owns at least 18% an independent contractor to the Company described in this Section 1(a), he shall receive payment of a fee equal to $250 per hour, subject to an aggregate fee cap not to exceed $25,000, including all fees and expenses, and a Form 1099-MISC provided by the Company. From the list of potential candidates, the Board will select one (1) individual to serve as a member of the TEN SharesBoard (the “New Director”); and (ii) one Shareholder Nominated provided that the Board has confirmed that the New Director would be an “Independent Director” as prescribed in the standards of the OTC Markets pertaining to companies listed on OTCQB. As promptly as practicable after the selection of the New Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No in any event no later than the Distribution Datefirst anniversary of the 2020 Annual Meeting, TFMC, acting as the sole shareholder Board and all applicable committees of TEN, the Board shall take all necessary actions to increase the size of the Board’s membership by one (1) and appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated New Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive Class I director of the TEN Board in Company with a term expiring at the first 2022 annual meeting of stockholders (the TEN general meeting that “2022 Annual Meeting”). The Company agrees to nominate the New Director at the 2022 Annual Meeting unless a quorum is convened after receiving TFMC’s proposal not deemed present for the purposes of conducting all the business of the 2022 Annual Meeting, in which case, the Company agrees to nominate the New Director at the next-subsequent annual meeting(s) of stockholders until such time as a Shareholder Nominated Director (unless such nominee quorum is appointed by present; provided that, the Board may choose not to nominate the New Director at such a meeting if it determines in accordance good faith, after consulting outside counsel, that doing so would prohibit Board members from complying with Section 5.9(b) and at each subsequent TEN general or special meeting at which their fiduciary duties as directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid Company to the non-executive employee, non-Board member stockholders. In connection with the foregoing, and as a condition to the New Director’s appointment to the Board, the New Director will: (i) provide to the Company information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and a fully completed copy of the Company’s director candidate questionnaire and other reasonable and customary director onboarding documentation, and consent to appropriate background checks comparable to those undergone by other non-management directors of TEN the Company; and (ii) receive (A) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board, (B) the same compensation for his or her service as a director, including any service on any committee of director as the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any compensation received by other non-executive director. For management directors on the Board and (C) such other benefits on the same basis as long as TFMC has all other non-management directors on the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9Board.

Board Matters. (ai) For so As long as TFMC the Buyer, together with its Affiliates, “beneficially owns the applicable percentage of TEN Shares own” (as set forth in this sentenceRule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) shares of Common Stock, TFMC shall have if any Director Designee ceases to be a member of the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall then the Buyer will be entitled to propose recommend, subject to the limitations set forth in Section 5(n)(iv), for nomination consideration by the Board, another individual (a “Successor Designee”) to serve as a director in place of such person’s successor, Director Designee. Any Successor Designee must (A) satisfy the Board membership criteria then established and maintained by the Board and the TEN Company consistent with past practice and (B) be reasonably acceptable to the Board shall promptly fill in its good faith business judgment after exercising its fiduciary duties. Subject to the vacancy with such successor as designated by TFMClimitations set forth in Section 5(n)(iv), it being understood that any such successor nominee shall serve the remainder of Board will appoint the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment Successor Designee as a non-executive director of promptly after he has been recommended by the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed Buyer and approved by the Board in accordance with herewith and such Successor Designee will be appointed to the same class of directors on which the Director Designee that he is replacing then serves. In the event the Board declines to accept a candidate recommended by the Buyer due to a failure to meet the standards established by this Section 5.9(b) 5(n)(i), the Buyer may propose a replacement, subject to the above criteria. Upon becoming a member of the Board, the Successor Designee will be deemed a “Director Designee” for all purposes under this Agreement and at each subsequent TEN general or special meeting at which directors are electedwill succeed to all of the rights and privileges of, and will be bound by the terms and conditions applicable to, a Director Designee under this Agreement. (dii) If TFMC’s beneficial ownership As long as the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of TEN Shares decreases below any percentage threshold the ▇▇▇▇ ▇▇▇) shares of Common Stock, the Company will, subject to the limitations set forth in Section 5.9(a5(n)(iv), TFMC shall promptly notify TEN and, if requested include each Director Designee on the slate of nominees nominated for election by the TEN Board, cause one or more, as applicable, Board in the Company’s proxy statement and on its proxy card relating to each annual meeting of shareholders and each special meeting of shareholders at which the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof class of directors on which such Shareholder Nominated Directors serveDirector Designee then serves is up for election. In connection with such meetings (and any adjournments or postponements thereof), such the Company will publicly recommend that the remaining number Company’s shareholders vote in favor of Shareholder Nominated Directors the election of each Director Designee, provided that the Board may do so in its good faith business judgment after exercising its fiduciary duties, solicit proxies for the election of each Director Designee (in the same manner as it does for all other director nominees at such meeting devoting the same resources to such solicitation consistent with prior practice), and cause all Common Stock represented by proxies granted to it (or any of its officers or representatives) to be voted in favor of each Director Designee. (iii) As long as the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) shares of Common Stock and subject to the limitations set forth in Section 5(n)(iv), (A) the Board will appoint at least one (1) Director Designee to serve on each committee of the TEN Board does created after the date hereof and (B) the Company will not exceed cause any Director Designee to be removed or disqualified from any committee of the number that TFMC Board to which such individual was appointed pursuant to the terms of this Agreement unless he is then entitled legally prohibited to propose for nomination serve on such committee or as otherwise restricted by applicable listing requirements, in each case subject to the fiduciary obligations of the Board or no longer serves as a director of the Company as a consequence of a reduction in Director Designees/Successor Designees pursuant to Section 5.9(a5(n)(iv). (eiv) Each Shareholder Nominated Notwithstanding anything else herein to the contrary, the Buyer’s and its Affiliates’ right to recommend a Successor Designee to the Board of the Company, and the Company’s obligations pursuant to Section 5(n)(i), (ii) and (iii) (including any obligation to appoint such Successor Designee to the Board, take action to recommend such Successor Designee or any Director Designee for election and inclusion on a slate of nominees and appoint a Director Designee to Board committees), shall be based on the amount of shares of Common Stock of the Company beneficially owned by the Buyer and its Affiliates at any applicable time. Pursuant to the foregoing, the following shall apply: (1) In the event the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) 20% or more of the shares of Common Stock then outstanding, the Buyer shall be entitled to exercise its rights pursuant to Section 5(n)(i) and the same expense reimbursement Company shall be bound by the agreements and advancementcovenants set forth in Section 5(n)(i), exculpation (ii) and indemnification (iii) such that the Company Board contains a total of two (2) Director Designees and/or Successor Designees; (2) In the event the Buyer, together with its Affiliates, “beneficially own” (as set forth in connection Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) less than 20%, but 5% or more of the shares of Common Stock then outstanding, the Buyer shall be entitled to exercise its rights pursuant to Section 5(n)(i) and the Company shall be bound by the agreements and covenants set forth in Section 5(n)(i), (ii) and (iii) such that the Company Board contains a total of one (1) Director Designee and/or Successor Designee; and (3) In the event the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) less than 5% of the shares of Common Stock then outstanding, the Buyer shall not be entitled to exercise any of its rights pursuant to Section 5(n)(i) and the Company shall not be bound by the agreements and covenants set forth in Section 5(n)(i), (ii) and (iii). (v) As long as at least one (1) Director Designee is a member of the Board, the size of the Board shall be fixed at five (5) directors. (vi) Each Director Designee will be (A) compensated for his or her role service as a director and will be reimbursed for his expenses on the same basis as all other non-employee directors of the Company, (B) granted equity-based compensation and other benefits on the same basis as all other non-employee directors of the Company, and (iii) entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other members non-employee directors of the TEN Board, Company as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case rights may exist from time to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9time.

Board Matters. (a) For so long as TFMC beneficially owns The Company agrees that within 10 business days following the execution of this Agreement, the Board and all applicable percentage committees of TEN Shares set forth in this sentencethe Board shall take all necessary actions to appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (each an “Appointed Director” and, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (collectively, the “Shareholder Nominated Appointed Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% directors of the TEN Shares; Company and (ii) one Shareholder Nominated Directorthe Board shall recommend, so long support and solicit proxies for the Appointed Directors (A) at the 2019 Annual Meeting and (B) if thirty (30) calendar days prior to the deadline for the submission of shareholder nominations for the 2020 annual meeting of shareholders (the “2020 Annual Meeting”) pursuant to the Amended Bylaws of the Company (the “Bylaws”) JCP’s Ownership (as TFCM beneficially owns determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Shares is at least 5the lesser of (x) 5.0% of the TEN Company’s then outstanding Shares but less than 18% and (y) 1,709,947 Shares (the “Minimum Ownership Threshold”), at the 2020 Annual Meeting, in each case, in the same manner as it recommends, supports, and solicits proxies for the election of the TEN Shares. No later than other director candidates nominated by the Distribution DateCompany at the 2019 Annual Meeting and 2020 Annual Meeting, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Boardrespectively. (b) If The Company agrees that (i) JCP will have the right to designate an additional director candidate (the “Additional Director”) to be appointed to the Board, subject to the approval (which shall not be unreasonably withheld) of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Board after exercising their good faith customary due diligence process and fiduciary duties, on or within thirty (30) days from the date that is eighteen (18) months from the date hereof if at such time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of Shares is no less than the Minimum Ownership Threshold, and (ii) if at such time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of Shares is no less than the Minimum Ownership Threshold, the Board shall recommend, support and solicit proxies for the election of the Additional Director at the first annual meeting of shareholders to occur after such Additional Director’s appointment to the Board in the same manner as it recommends, supports, and solicits proxies for the election of the other director candidates nominated by the Company. The Additional Director shall qualify as “independent” pursuant to U.S. Securities and Exchange Commission (the “SEC”) rules and regulations and applicable stock exchange listing standards and be of sound character to serve as a director of a public company. JCP shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the number Exchange Act) of Shareholder Nominated Directors serving on the TEN Board is Shares decreases to less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documentsMinimum Ownership Threshold. (c) The TEN Board Company agrees that the last sentence of Article III, Section 11 of the Bylaws shall make a binding nomination be inapplicable with respect to the Appointed Directors and the Additional Director (collectively, the “New Directors”). For the avoidance of any Shareholder Nominated doubt, no New Director for appointment may be removed as a non-executive director by a majority vote of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are electedBoard. (d) If TFMC’s beneficial ownership Without the approval of TEN Shares decreases below two (2) New Directors, the size of the Board shall not exceed seven (7) members prior to the appointment of the Additional Director and shall not exceed eight (8) members thereafter during the Standstill Period; provided that the Board shall have the ability to expand the Board and add additional directors at any percentage threshold set forth time in Section 5.9(a), TFMC shall promptly notify TEN and, if requested connection with (i) an acquisition of or merger with a third party by the TEN BoardCompany or its subsidiaries or (ii) a private investment in the Company, cause one or morein each case, as applicable, in which more than 5% of the Shareholder Nominated Directors to resign from issued and outstanding shares of the TEN Company are issued in connection with such a transaction that is approved by at least two-thirds (2/3) of the Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a(including at least two (2) New Directors). (e) Each Shareholder Nominated New Director shall be entitled to the same expense reimbursement understands and advancement, exculpation and indemnification in connection with his or her role as a director as the other acknowledges that all members of the TEN Board, as well as reimbursement for documentedincluding the New Directors, reasonable out-of-pocket expenses incurred are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies, and corporate governance guidelines, and agrees to preserve the confidentiality of Company business and information, including discussions of matters considered in attending meetings of the TEN Board or any committee committees of the TEN Board of which Board. JCP shall provide, and shall use its commercially reasonable efforts to cause each New Director to provide, the Company with such Shareholder Nominated information concerning such New Director or JCP, as the case may be, as is a memberrequired to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to the same extent as the other members enable timely filing of the TEN Board. Each Shareholder Nominated Company’s proxy statement. (f) The Company agrees that if any New Director shall be also entitled is unable to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service serve as a director, including any service on any committee resigns as a director or is removed as a director prior to the expiration of the TEN Board. The TEN Board Standstill Period, and at such time JCP’s Ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of Shares is no less than the Minimum Ownership Threshold, then JCP shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has have the right to recommend a Shareholder Nominated Directorsubstitute person(s); provided, TEN that any substitute person recommended by JCP shall qualify as “independent” pursuant to the Over-the-Counter Quotations Bureau (the “OTCQB”) listing standards, and have relevant financial and business experience to fill the resulting vacancy. In the event the Nominating Committee or the Board does not accept a substitute person so recommended by JCP (it being acknowledged that the Nominating Committee and the Board shall exercise their good faith customary due diligence process and fiduciary duties and shall not amend unreasonably withhold their approval), JCP shall have the right to recommend additional substitute person(s) for consideration by the Nominating Committee. Upon the acceptance of a replacement director nominee by the Nominating Committee, the Board will take such actions as to appoint such replacement director to the Board no later than ten (10) business days after the Nominating Committee recommendation of such replacement director. (g) Nothing in this Agreement shall require the Company, its organizational documents, adopt any policies or committees and directors to take any action contrary to their corporate governance responsibilities and to the reasonable and faithful fulfillment of their fiduciary and other similar action duties as directors of the Company, nor contrary to frustrate any law or regulation applicable to the purpose Company and its directors, including but not limited to responsibilities related to the review, vetting and appointment of this Section 5.9potential directors considered for appointment to the Board.

Board Matters. The Company’s Board shall, subject to compliance with applicable Principal Market rules, increase the size of the Company’s Board to five directors and appoint an individual designated from time to time by the Purchaser as one member to the Company’s Board to serve as a Class I director (asuch designee, the “Zylox Board Representative”) For effective as of the Initial Closing Date. Following the Initial Closing, and so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right Zylox continues to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns own at least 1815% of the TEN Shares; Company’s shares of capital stock on an as-if-converted to Common Stock basis (regardless of whether any preferred stock is convertible into Common Stock pursuant to any ownership limitation), the Company and (ii) one Shareholder Nominated Directorthe Board shall nominate the Zylox Board Representative to be elected at each annual meeting of the Company’s stockholders pursuant to which Class I directors shall be nominated and elected, so recommend that holders of Common Stock vote to elect the Zylox Board Representative and use its reasonable efforts to cause the election to the Board of Class I directors that includes the Zylox Board Representative. The Company shall indemnify the Zylox Board Representative and provide the Zylox Board Representative with director and officer insurance to the same extent as it indemnifies and provides such insurance to other members of the Board, pursuant to the Certificate of Incorporation, the Bylaws, the Delaware General Corporation Law, as amended, supplemented or restated from time to time, or otherwise. As long as TFCM beneficially owns Zylox holds at least 5% of the TEN Shares but less than 18% Company’s shares of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder capital stock on an as-if-converted to Common Stock basis (regardless of TEN, shall whether any preferred stock is convertible into Common Stock pursuant to any ownership limitation) and is not otherwise entitled to appoint the initial Shareholder Nominated Directors any director to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC Zylox shall be entitled to propose for nomination such person’s successor, designate and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder appoint one (1) Person to attend and participate in all meetings of the term of the Shareholder Nominated Director whom such nominee replaces Board in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director voting observer capacity (the “Zylox Board Observer”) and receive Board meeting notices, Board minutes and other materials otherwise provided to the directors at the same time. The Observer may be excluded from access to any material or meeting or portion thereof if the board of directors determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve attorney-client privilege or to protect highly confidential proprietary information. The Zylox Board Representative or the TEN Zylox Board Observer shall be permitted to share information received in his or her capacity as such with the first meeting Purchaser for as long as he or she remains in such capacity, provided that the Purchaser hereby agrees to comply with all applicable securities laws and to maintain the confidentiality of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board information in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose 21 of this Section 5.9Agreement.

Board Matters. (ai) For so As long as TFMC the Buyer, together with its Affiliates, “beneficially owns the applicable percentage of TEN Shares own” (as set forth in this sentenceRule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) shares of Common Stock, TFMC shall have if any Director Designee ceases to be a member of the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall then the Buyer will be entitled to propose recommend, subject to the limitations set forth in Section 5(n)(iv), for nomination consideration by the Board, another individual (a “Successor Designee”) to serve as a director in place of such person’s successor, Director Designee. Any Successor Designee must (A) satisfy the Board membership criteria then established and maintained by the Board and the TEN Company consistent with past practice and (B) be reasonably acceptable to the Board shall promptly fill in its good faith business judgment after exercising its fiduciary duties. Subject to the vacancy with such successor as designated by TFMClimitations set forth in Section 5(n)(iv), it being understood that any such successor nominee shall serve the remainder of Board will appoint the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment Successor Designee as a non-executive director of promptly after he has been recommended by the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed Buyer and approved by the Board in accordance with herewith and such Successor Designee will be appointed to the same class of directors on which the Director Designee that he is replacing then serves. In the event the Board declines to accept a candidate recommended by the Buyer due to a failure to meet the standards established by this Section 5.9(b) 5(n)(i), the Buyer may propose a replacement, subject to the above criteria. Upon becoming a member of the Board, the Successor Designee will be deemed a “Director Designee” for all purposes under this Agreement and at each subsequent TEN general or special meeting at which directors are electedwill succeed to all of the rights and privileges of, and will be bound by the terms and conditions applicable to, a Director Designee under this Agreement. (dii) If TFMC’s beneficial ownership As long as the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of TEN Shares decreases below any percentage threshold the ▇▇▇▇ ▇▇▇) shares of Common Stock, the Company will, subject to the limitations set forth in Section 5.9(a5(n)(iv), TFMC shall promptly notify TEN and, if requested include each Director Designee on the slate of nominees nominated for election by the TEN Board, cause one or more, as applicable, Board in the Company’s proxy statement and on its proxy card relating to each annual meeting of shareholders and each special meeting of shareholders at which the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof class of directors on which such Shareholder Nominated Directors serveDirector Designee then serves is up for election. In connection with such meetings (and any adjournments or postponements thereof), such the Company will publicly recommend that the remaining number Company’s shareholders vote in favor of Shareholder Nominated Directors on the TEN election of each Director Designee, provided that the Board may do so in its good faith business judgment after exercising its fiduciary duties, solicit proxies for the election of each Director Designee (in the same manner as it does not exceed for all other director nominees at such meeting devoting the number that TFMC is then entitled same resources to propose for nomination pursuant such solicitation consistent with prior practice), and cause all Common Stock represented by proxies granted to Section 5.9(a)it (or any of its officers or representatives) to be voted in favor of each Director Designee. (eiii) Each Shareholder Nominated Director shall be entitled As long as the Buyer, together with its Affiliates, “beneficially own” (as set forth in Rule 13d-3 and Rule 13d-5(b)(l) of the ▇▇▇▇ ▇▇▇) shares of Common Stock and subject to the same expense reimbursement and advancementlimitations set forth in Section 5(n)(iv), exculpation and indemnification in connection with his or her role as a director as (A) the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any will appoint at least one (1) Director Designee to serve on each committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to created after the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9.date hereof and

Board Matters. (a) For so long As promptly as TFMC beneficially owns practicable following the applicable percentage execution of TEN Shares this Agreement, the Company and the Engaged Group shall cooperate in good faith to select a mutually agreed-upon director nominee (the “Agreed Nominee”) as soon as possible but in any event no later than forty-five (45) days from the date of this Agreement. Any person selected as the Agreed Nominee shall be independent of each of the Company and the Engaged Group and its Affiliates and Associates, including qualifying as “independent” pursuant to NASDAQ listing standards, and shall satisfy each of the other criteria and requirements set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”Section 1(f) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Boardhereof. (b) If at any time The Board and all applicable committees of the number of Shareholder Nominated Directors serving on Board shall take all action necessary to appoint the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant Agreed Nominee to the foregoing sentenceBoard to serve as a director of the Company, whether due subject to the deathterms of this Agreement, resignation, retirement, disqualification or removal by increasing the size of the Board from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled nine (9) directors to propose for nomination such person’s successorten (10) directors, and appointing the TEN Board Agreed Nominee to fill such resulting vacancy; provided, that the Company shall promptly fill not be required to take such action to increase the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder size of the term Board or to appoint the Agreed Nominee to the Board if the Engaged Group does not at the time of such actions collectively Beneficially Own one percent (1%) or more of the Shareholder Nominated Director whom outstanding Voting Securities (as defined below) (such nominee replaces in accordance with percentage, the TEN’s organizational documents“Minimum Interest”). (c) The TEN Board shall make a binding nomination and all applicable committees of any Shareholder Nominated Director for appointment the Board agree to take all necessary actions to nominate the Agreed Nominee at the 2016 Annual Meeting to serve as a non-executive director of the TEN Board with a term expiring at the 2019 annual meeting of stockholders of the Company (including any adjournment or postponement thereof, the “2019 Annual Meeting”) and shall recommend that the Company’s stockholders vote in favor of the Agreed Nominee at the 2016 Annual Meeting and otherwise solicit proxies for his or her election in the first meeting same manners as for all other persons on the Company’s slate of director nominees; provided, that the Company shall not be required to take such action to nominate the Agreed Nominee or recommend a vote in favor of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless Agreed Nominee if the Engaged Group does not at the time of such nominee is appointed by actions collectively Beneficially Own the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are electedMinimum Interest. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, Each of the Shareholder Nominated Directors Investors agrees not to resign from nominate any person for election to the TEN Board at the 2016 Annual Meeting or submit any stockholder proposal for consideration at the 2016 Annual Meeting. At the 2016 Annual Meeting, each of the Investors agrees to appear in person or by proxy and to vote all of the Voting Securities it Beneficially Owns in favor of the election of the Company’s slate of director nominees and to vote in accordance with the Board’s recommendation with respect to any committees thereof on which such Shareholder Nominated Directors serve, such that stockholder proposals or other business presented at the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)2016 Annual Meeting. (e) Each Shareholder Nominated Director The Company agrees that if the Agreed Nominee (including any substitute person recommended pursuant to this Section 1(e)) is (i) unable to serve as a director, resigns as a director or is removed as a director without cause prior to the end of the Restricted Period (as defined below) and (ii) at that time the Engaged Group collectively Beneficially Owns at least the Minimum Interest, then the Company and the Engaged Group shall cooperate in good faith to select a mutually agreed-upon substitute person for appointment or election to the Board subject to review and approval by the Nominating and Governance Committee of the Board (the “Nominating Committee”) and shall be entitled reasonably satisfactory to the same expense Engaged Group; provided, that any such substitute person shall qualify as “independent” pursuant to NASDAQ listing standards (or other securities exchange on which the Company’s securities may then be traded), and shall satisfy each of the other criteria and requirements set forth in Section 1(f) hereof. Upon the acceptance of a replacement director nominee by the Nominating Committee, the Board will take such actions as necessary to appoint such replacement director to the Board no later than five (5) business days after the Nominating Committee’s recommendation of such replacement director. (f) Each of the Parties acknowledges and agrees that the Agreed Nominee (and each substitute person recommended pursuant to Section 1(e) hereof) shall be required to: (i) comply with the Company’s Corporate Governance Guidelines and Code of Conduct and Business Ethics Policy, 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and corporate governance policies, guidelines and manuals of the Company (the “Governance Guidelines”); (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 and advancement, exculpation and or indemnification in connection with his service or her role action as a director as the other members of the TEN BoardCompany, (y) concerning how such Agreed Nominee, if elected as well a director of the Company, will act or vote on any issue or question, or (z) that could limit or interfere with such Agreed Nominee’s ability to comply, if elected as reimbursement for documenteda director of the Company, reasonable out-of-pocket expenses incurred with such Agreed 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, relating to, based upon or derived from such information, in attending whole or in part (collectively, “Company Confidential Information”) and not disclose to any third parties discussions or matters considered in meetings of the TEN Board or any Board committees; and (iv) complete the Company’s standard director and officer questionnaire and other reasonable and customary director documentation (including a representation and agreement as contemplated by the Bylaws and the Governance Guidelines) required by the Company in connection with the election of Board members. Upon election to the Board, the Agreed 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. (g) The Company agrees that within three (3) days of appointing the Agreed Nominee to the Board, the Board and all applicable committees of the Board shall take all action necessary to form a strategy committee of the TEN Board (the “Business Strategy Committee”), with such committee having five (5) total members, who shall be the Agreed Nominee, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇, as Chairperson of which such Shareholder Nominated Director is a memberthe Board, in each case to the same extent shall serve as the other members Chairperson of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN BoardBusiness Strategy Committee. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership will also agree on a charter to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9govern such Business Strategy Committee.

Board Matters. (a) As soon as practical, Issuer will expand the size of its board of directors to 5 directors, and will add suitably qualified individuals as necessary to fill any vacant director seats. In filling any such vacancies, Issuer will entertain in good faith all suitably qualified individuals recommended by Purchasers, both for interim vacancies to be filled by Issuer’s board of directors and for vacancies on the slate of nominees to be presented to the shareholders for a vote at the annual meeting of shareholders. For 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. Until such time as all Notes have been either fully repaid or fully converted into Common Stock, Issuer will maintain a board comprised of 5 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 officers liability insurance with customary liability limits and coverage terms. (b) Notwithstanding the foregoing, so long as TFMC beneficially owns any principal or interest on any of the applicable percentage Notes is outstanding, if the foregoing process of TEN Shares set forth recommending candidates for Issuer’s board of directors does not result in this sentencea candidate recommended by the holders of a majority of the outstanding principal amount of the Notes serving on Issuer’s board of directors at any time, TFMC then during such time such holders shall have the right to propose one or two nominees to the TEN Board for appointment as appoint a non-executive directors voting representative (the “Shareholder Nominated DirectorsObserver”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% to attend meetings of the TEN Shares; and (ii) one Shareholder Nominated Directorboard of directors of Issuer, to change the representative so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If appointed at any time and, upon the number resignation of Shareholder Nominated Directors serving on such representative for any reason, to reappoint such a representative. Issuer shall provide the TEN Board is less than Observer with a copy of any materials to be distributed or discussed at such meetings at the total number same time as provided to members of Shareholder Nominated Directors TFMC is entitled the Board. Nothing herein shall require Issuer to propose change the place or time of any meeting for nomination pursuant which notice has been provided by Issuer to the foregoing sentence, whether due Observer simultaneously with that provided to the death, resignation, retirement, disqualification Issuer’s directors. Observer will be expected to conduct himself or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces 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 TENconduct of business by Issuer’s organizational documents. board of directors, and will be subject to dismissal (cand subsequently replacement by his or her appointers) The TEN Board for failure to comply therewith. Upon presentation of reasonable documentation therefore, Issuer shall make promptly reimburse the Observer for all reasonable and necessary out of pocket expenses actually incurred by the Observer in attending any meeting of the board of directors, but Observer will not otherwise be compensated for attending and observing meetings of Issuer’s board of directors. As a binding nomination condition precedent to attending meetings of any Shareholder Nominated Director for appointment as Issuer’s board of directors and receiving materials distributed or discussed at such meetings, Observer must execute and deliver a non-executive director disclosure agreement in favor of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination Issuer pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with which Observer undertakes contractual duties respecting his or her role as a director as the other use and disclosure of all confidential and proprietary information of Issuer contained therein of similar scope to those duties by which members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings Issuer’s board of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9are bound.

Board Matters. (a) For so long As promptly as TFMC beneficially owns practicable following the applicable percentage of TEN Shares set forth Effective Date, and in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% any event within five Business Days of the TEN Shares; and Effective Date, the Board shall take such actions as are necessary to (ii1) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% increase the size of the TEN Shares but less than 18% Board of the TEN Shares. No later than the Distribution DateDirectors by one, TFMC, acting as the sole shareholder of TEN, shall (2) appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment ▇▇▇ as a non-executive director of the TEN Board, as an independent director, in the class with an initial term expiring at the Company’s 2027 Annual Meeting of Stockholders and (3) appoint Fox to the Compensation Committee of the Board. Without limiting the foregoing, Fox shall be considered for membership on other committees of the Board in the first meeting same manner as other independent members of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed by the Board in accordance with Section 5.9(b) and Board. ▇▇▇ will at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director shall all times be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role director benefits as a director as the other members of the TEN Board, including (a) compensation for such directors’ service as well as directors and reimbursement for documented, reasonable out-of-pocket of such directors’ expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which such Shareholder Nominated Director is a member, in each case to on the same extent basis as all other non-employee directors of Company; (b) equity-based compensation grants and other benefits, if any, on the same basis as all other non-employee directors of Company; (c) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive employee directors of TEN for his or her service Company as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership such rights may exist from time to any committee of the TEN Board as any other non-executive director. For as long as TFMC has time; and (d) the right to attend the meetings of Board committees that he is not a Shareholder Nominated Directormember of and receive the meeting materials for such committees on the same terms and conditions as all other independent directors. In the event that the Board declassifies prior to the Termination Date such that the Board seat occupied by Fox is up for election at the 2026 Annual Meeting of Stockholders, TEN the Board and all committees thereof shall (i) take all necessary action to cause Fox to be renominated for election to the Board on the Company’s slate at the 2026 Annual Meeting of Stockholders and included in the Company’s proxy statement with a recommendation that stockholders vote in favor of ▇▇▇’▇ re-election to the Board (which recommendation shall not amend its organizational documentsbe changed), adopt and (ii) use reasonable efforts (which shall not in any policies or take any circumstance be less than the efforts made by the Company and the Board with respect to other similar action candidates recommended for election to frustrate the purpose Board by the Company at the 2026 Annual Meeting of this Section 5.9Stockholders) to cause the re-election of Fox to the Board at the 2026 Annual Meeting of Stockholders (including by soliciting proxies in favor of ▇▇▇’▇ election to the Board to at least the same degree as proxies are solicited with respect to other candidates recommended for election to the Board by the Company at the 2026 Annual Meeting of Stockholders).

Board Matters. (a) For so long as TFMC beneficially owns the applicable percentage of TEN Shares set forth in this sentence, TFMC shall have the right to propose one or two nominees to the TEN Board for appointment as non-executive directors (the “Shareholder Nominated Directors”) as follows: (i) two Shareholder Nominated Directors, so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors to the TEN Board. (b) If at any time the number of Shareholder Nominated Directors serving on the TEN Board is less than the total number of Shareholder Nominated Directors TFMC is entitled to propose for nomination pursuant to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office of a Shareholder Nominated Director or for any other reason, TFMC shall be entitled to propose for nomination such person’s successor, and the TEN Board shall promptly fill the vacancy with such successor as designated by TFMC, it being understood that any such successor nominee shall serve the remainder of the term of the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents. (c) The TEN Board shall make a binding nomination of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director Board of Directors of the Company (unless such nominee is appointed by the “Board”) immediately following completion of the 2014 Annual Meeting of Stockholders, which 2014 Annual Meeting of Stockholders the Company agrees will be held on May 13, 2014 (the “2014 Annual Meeting”), the Board in accordance shall take action to increase the size of the Board by one member and to appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (the “New Nominee”) to fill the vacancy so created. From the date of this Agreement until the date the New Nominee becomes a member of the Board, the New Nominee may attend as an observer any meetings of the Board (subject to the New Nominee agreeing to confidentiality arrangements with Section 5.9(bthe Company and the preservation of applicable legal privileges). Upon becoming a member of the Board, the New Nominee shall have the same rights (including for the avoidance of doubt with respect to consideration for committee appointments) and at each subsequent TEN general or special meeting at which directors are elected. (d) If TFMC’s beneficial ownership of TEN Shares decreases below duties as any percentage threshold set forth in Section 5.9(a), TFMC shall promptly notify TEN and, if requested by other Board member. Should the TEN Board, cause one or more, as applicable, of the Shareholder Nominated Directors to New Nominee resign from the TEN Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on, the Board (other than as a result of not being nominated by the Company for an annual meeting of shareholders subsequent to the 2014 Annual Meeting), as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the Company specifying any committees thereof on which such Shareholder Nominated Directors servebreach, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a). (e) Each Shareholder Nominated Director Icahn Group shall be entitled to designate privately, and the Company shall cause to be added as a member of the Board, a replacement selected from the list of unaffiliated, independent director candidates mutually agreed on April 6, 2014; it being understood that if none of the persons included on such list is willing and able to serve, then the Icahn Group may recommend another person for consideration by the Company who qualifies as an independent director and is not affiliated with either the Company or the Icahn Group, who is selected in the same expense reimbursement manner as the New Nominee and advancementwho is approved by the Company, exculpation such approval not to be unreasonably withheld or delayed (an “Acceptable Person”) (and indemnification if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person). For the annual meeting of shareholders immediately subsequent to the 2014 Annual Meeting, the Company shall notify the Icahn Group in connection with his or her role writing no less than 10 business days before the last day of the advance notice deadline set forth in the Company’s bylaws (that is, the last day of the period contemplated in Section 1.14 of said bylaws, as the same may be amended) whether the Board intends to nominate the New Nominee for election as a director as the other members of the TEN Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the TEN Board or any committee of the TEN Board of which at such Shareholder Nominated Director is a member, in each case to the same extent as the other members of the TEN Board. Each Shareholder Nominated Director shall be also entitled to any retainer, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN shall not amend its organizational documents, adopt any policies or take any other similar action to frustrate the purpose of this Section 5.9annual meeting.

Board Matters. (a) For so long as TFMC beneficially owns Concurrently with and effective upon the applicable percentage execution of TEN Shares set forth in this sentenceLetter Agreement, TFMC shall ▇▇▇▇▇▇ Head hereby agrees that it will be deemed to have irrevocably withdrawn the right to propose one or two nominees notice of shareholder proposals and nomination of candidates for election to the TEN Board for appointment as non-executive board of directors of the Company (the “Shareholder Nominated Board of Directors” or the “Board”) as follows: at the Company’s 2024 annual meeting of shareholders (i) two Shareholder Nominated Directorsthe “2024 Annual Meeting”), so long as TFMC beneficially owns at least 18% of the TEN Shares; and (ii) one Shareholder Nominated Director, so long as TFCM beneficially owns at least 5% of the TEN Shares but less than 18% of the TEN Shares. No later than the Distribution Date, TFMC, acting as the sole shareholder of TEN, shall appoint the initial Shareholder Nominated Directors submitted to the TEN BoardCompany on March 11, 2024. (b) If at any time Concurrently with and effective upon the number execution of Shareholder Nominated Directors serving on this Letter Agreement, the TEN Board is less than shall have increased the total number size of Shareholder Nominated Directors TFMC is entitled the Board to propose for nomination pursuant ten (10) directors and, subject to the foregoing sentence, whether due to the death, resignation, retirement, disqualification or removal from office completion of a Shareholder Nominated Director or for any other reasonsatisfactory customary background check, TFMC shall be entitled to propose for nomination such person’s successor, and appointed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the TEN Board shall promptly fill the vacancy with such successor “New Director”) as designated by TFMC, it being understood that any such successor nominee shall serve the remainder a Class II director of the Company with a term of expiring at the Shareholder Nominated Director whom such nominee replaces in accordance with the TEN’s organizational documents2024 Annual Meeting. (c) The TEN Board shall make a binding nomination Company will include the New Director on the slate of any Shareholder Nominated Director for appointment as a non-executive director of the TEN Board in the first meeting of the TEN general meeting that is convened after receiving TFMC’s proposal for a Shareholder Nominated Director (unless such nominee is appointed nominees recommended by the Board in accordance the Company’s proxy materials for the 2024 Annual Meeting, subject to the New Director (i) agreeing to serve and providing to the Company all customary materials and information as are provided by all other director candidates and as are required to be or customarily included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission (the “SEC”), including the New Director’s consent to being named in the proxy statement for the 2024 Annual Meeting and to serving as a director of the Company if elected and (ii) executing all documents required to be executed by all other directors nominated for election at the 2024 Annual Meeting prior to such annual meeting, provided that the Company provides the New Director with Section 5.9(bsuch documents concurrently with providing them to each other such director (such conditions, the “Director Nomination Conditions”). Subject to the Director Nomination Conditions, the Company shall recommend and solicit proxies for the election of the New Director at the 2024 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports its other director nominees. Subject to the terms of this Letter Agreement, Sachem Head and the New Director acknowledge and agree that the policies and procedures applicable to other directors (collectively, “Company Policies”) and at each subsequent TEN general will be applicable to the New Director during his or special meeting at which directors are electedher term of service. (d) If TFMCSachem Head represents and warrants that, as of the date hereof, Sachem Head beneficially owns such number of shares of Class A common stock, par value $0.001 per share, of the Company (“Common Stock”) as set forth in the disclosure letter delivered to the Company immediately prior to the execution of this Letter Agreement. Sachem Head acknowledges and agrees that if Sachem Head’s aggregate Net Long Position falls below 50% of its current beneficial ownership of TEN Shares decreases below outstanding Common Stock (as adjusted for any percentage threshold set forth in Section 5.9(acombinations, splits, recapitalizations or similar actions by the Company) (the “Minimum Ownership Requirement”), TFMC Sachem Head shall (i) promptly notify TEN and, if requested by the TEN Company that Sachem Head ceases to satisfy the Minimum Ownership Requirement and (ii) cause the New Director to tender his resignation from the Board of Directors to the Board, cause one or moreeffective immediately. Concurrently with the execution and delivery of this Letter Agreement, the New Director shall execute and deliver an irrevocable resignation in the form attached hereto as applicableExhibit A. For the avoidance of doubt, the Company’s obligations under Sections 1(b), 1(c), 1(f) and 1(g) of this Letter Agreement shall cease once Sachem Head ceases to meet the Shareholder Nominated Directors to resign from the TEN Board and any committees thereof on which such Shareholder Nominated Directors serve, such that the remaining number of Shareholder Nominated Directors on the TEN Board does not exceed the number that TFMC is then entitled to propose for nomination pursuant to Section 5.9(a)Minimum Ownership Requirement. (e) Each Shareholder Nominated Until the Standstill Termination Date, each member of Sachem Head will (i) cause, in the case of all shares of Common Stock owned of record, and (ii) cause the record owner, in the case of all shares of Common Stock beneficially owned but not owned of record, in each case directly or indirectly, by it or by any of its controlled affiliates, as of the record date for the applicable annual meeting, by proxy or in person, to be (x) present for quorum purposes and (y) voted (A) in accordance with the Board’s recommendations, as such recommendations are set forth in the applicable definitive proxy statement filed in respect thereof, including with respect to nominees of the Company for election to the Board of Directors, any advisory vote on executive compensation, and the ratification of the appointment of the Company’s independent registered public accounting firm and (B) in Sachem Head’s sole discretion with respect to other matters, including any Extraordinary Transaction that results in a change in control of the Company or the sale of substantially all of the assets of the Company. (f) Until the Standstill Termination Date and as long as Sachem Head’s Net Long Position remains at or above the Minimum Ownership Requirement, in the event the New Director is no longer able to serve as a director of the Company for any reason, Sachem Head shall be entitled to designate a candidate for replacement for such New Director on the Board (such replacement, a “Replacement Director”), subject to the approval of the Board (which approval shall not be unreasonably withheld, conditioned or delayed), provided, however, that if the Board does not approve such Replacement Director to the Board pursuant to this paragraph 1(f), the parties shall continue to follow the procedures set forth in this paragraph 1(f) until a Replacement Director is appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such replaced director’s resignation or removal. The Parties agree that a Replacement Director appointed to the Board under this Section 1(f) shall be considered the New Director for purposes of this Letter Agreement. (g) The Company agrees that the New Director shall receive (i) the same expense reimbursement benefits of director and advancementofficer insurance, and any indemnity and exculpation arrangements available generally to the directors of the Board and indemnification (ii) such other benefits on the same basis as all other non-management directors on the Board. The Company agrees that the New Director shall receive all Board notices and other Board materials that the other directors of the Company receive from the Company in the same manner and form and at the same time as the other directors on the Board. (h) Until 12:00 a.m., Pacific time, on the later of (a) the date that is thirty (30) calendar days after the date on which neither the New Director nor any Replacement Director continues to serve on the Board of Directors and (b) the calendar day after the date of the conclusion of the Company’s 2025 annual meeting of shareholders (such date, the “Standstill Termination Date”), Sachem Head will not (including without limitation through other persons) and shall cause its affiliates, managing members, principals, partners (other than partners who are solely limited partners), directors, officers and employees not to, and will direct its agents and representatives not to (at Sachem Head’s direction or on Sachem Head’s behalf), directly or indirectly, absent prior written consent by the Board or the Company or otherwise expressly permitted by this Letter Agreement: (i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of record or beneficial ownership of any Common Stock, or engage in any swap or hedging transaction or other derivative agreements of any nature with respect to any Common Stock, in each case, if such acquisition, offer, agreement or transaction would result in Sachem Head having beneficial ownership of more than 4.9% of then outstanding Common Stock; (ii) (A) nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any meeting of shareholders of the Company at which the Company’s directors are to be elected; (B) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to the Company’s directors; (C) submit, initiate, make or be a proponent of any shareholder proposal for consideration at, or bring any other business before, any meeting of shareholders of the Company; (D) knowingly initiate, encourage or participate in any solicitation of proxies in respect of any shareholder proposal for consideration at, or other business brought before any meeting of shareholders of the Company; or (E) knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any meeting of shareholders of the Company, in each case, other than in a manner consistent with the Board’s recommendation in connection with his such matter; (iii) form, join or her role as in any way participate in any group or agreement of any kind with respect to Common Stock, including in connection with any election or removal contest with respect to the Company’s directors or any shareholder proposal or other business brought before any meeting of shareholders of the Company (other than a director as group that includes all or some of the other members of Sachem Head, but does not include any other entities or persons that are not members of Sachem Head as of the TEN Boarddate hereof), provided that nothing herein shall limit the ability of an affiliate of Sachem Head to join such group following the execution of this Letter Agreement, so long as any such affiliate agrees in writing to be bound by the terms and conditions of this Letter Agreement; (iv) seek publicly, alone or in concert with others, to amend any provisions of the Company’s organizational documents; (v) engage in any “solicitation” (as such term is defined under the Securities Exchange Act of 1934, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings amended (the “Exchange Act”)) of proxies or consents with respect to the election or removal of directors of the TEN Company or any other matter or proposal or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents; (vi) (A) institute any litigation against the Company, its directors or its officers; (B) make any “books and records” demands or stocklist requests regarding the Company; or (C) make application or demand to a court or other person for an inspection, investigation or examination of the Company or its subsidiaries or affiliates; provided that nothing herein shall prevent the New Director from exercising any rights under § 220(d) of the Delaware General Corporate Law, or any successor provision thereto, or Sachem Head from (w) bringing litigation to enforce the provisions of this Letter Agreement, (x) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against Sachem Head, (y) exercising statutory appraisal rights, or (z) receiving damages or settlement proceeds like any other shareholder in connection with any class action proceeding brought by a named plaintiff other than Sachem Head; (vii) make or in any way knowingly participate, directly or indirectly, in any tender offer, exchange offer, merger, consolidation, acquisition, business combination, sale of a division, sale of substantially all assets, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any of its subsidiaries or its or their securities or assets (each, an “Extraordinary Transaction”) (it being understood that the foregoing shall not restrict Sachem Head from tendering shares, receiving payment for shares, voting shares or otherwise participating in any such transaction (that has not been initiated by Sachem Head) on the same basis as other shareholders of the Company, or from participating in any such transaction that has been approved by the Board); or make, directly or indirectly, any proposal, either alone or in concert with others, to the Company or the Board that would reasonably be expected to require or result in a public announcement regarding any of the types of matters set forth above in this paragraph; (viii) make any proposal, announcement, statement or request that is public or is reasonably likely to become public regarding: (A) controlling, changing or influencing the Board or any committee management of the TEN Board Company, including proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any Extraordinary Transaction or exploration thereof including any of the transactions referred to in clause (i)(vii) above (it being understood that this clause (i)(viii)(B) shall not restrict Sachem Head from tendering shares, receiving payment for shares, voting shares or otherwise participating in any such transaction on the same basis as other shareholders of the Company, or from participating in any such transaction that has been approved by the Board); (C) any other change in the Company’s or any of its subsidiaries’ operations, business, corporate strategy, corporate structure, capital structure or allocation, or share repurchase or dividend policies; (D) causing the Company’s Common Stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (E) causing the Company’s Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (A) grant any proxy, consent or other authority to act as to any shares of Common Stock with respect to any matters (other than to the Company’s named proxies using the Company’s proxy card) or (B) deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to a voting agreement or other arrangement of similar effect (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (x) knowingly encourage or advise any third party or knowingly assist any third party in encouraging or advising any other person (A) with respect to the giving or withholding of any proxy or consent relating to, or other authority to vote any Common Stock, or (B) in conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board) (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted under this Letter Agreement); (xi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than in connection with a broad-based market basket or index) that relates to or derives any part of its value from any decline in the market price or value of any securities of the Company, or would result in Sachem Head (together with its affiliates) failing to have an aggregate net long position (as defined in Rule 14e-4 under the Exchange Act) in the Company; (xii) other than in sale transactions on the New York Stock Exchange or through a broker or dealer where the identity of the purchaser is not known, sell or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, Common Stock or any derivatives relating to Common Stock to any third party that either (x) has filed a Schedule 13D with respect to the Company or (y) has run (or publicly announced an intention to run) or an affiliate of which such Shareholder Nominated Director has run (or has publicly announced an intention to run) a proxy contest or submitted shareholder nominations or proposals with respect to another company within the past five years; (xiii) enter into any negotiations, agreements or understandings with any third party to take any action that Sachem Head is a memberprohibited from taking pursuant to this Section 1(h); or (xiv) seek or request an amendment, in each case to the same extent as the other members waiver or release of any of the TEN Boardprovisions of this Letter Agreement. Each Shareholder Nominated Director shall be also entitled to any retainerNotwithstanding the foregoing, equity compensation or other fees or compensation paid to the non-executive directors of TEN for his or her service as a director, including any service on any committee of the TEN Board. The TEN Board shall give each Shareholder Nominated Director the same due consideration for membership to any committee of the TEN Board as any other non-executive director. For as long as TFMC has the right to a Shareholder Nominated Director, TEN restrictions in this Section 1(h) shall not amend (A) prevent Sachem Head or its organizational documents, adopt representatives from making (i) any policies or take any other similar action to frustrate the purpose of this Section 5.9.factual statement as required by applicable subpoena,