Common use of Board Matters Clause in Contracts

Board Matters. Unless otherwise agreed by the Board of Directors (the “Board”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

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

Board Matters. Unless otherwise agreed determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the non-employee directors for all reasonable out-of-pocket and travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors (the “Board”) with Investor Director Consentor meetings of committees thereof, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Daysapplicable) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business other functions on behalf of the Company. . Each non-employee director shall be entitled in such person’s discretion to be a member of all committees of the Board of Directors. As of the date hereof, the Company will have appointed one (e1) The Preferred Director designated by the holders of the Series B Preferred Stock pursuant to the Certificate of Incorporation and the Transaction Agreements to the Option Committee of the Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom who shall be the director designated by Sofinnova Venture Partners XI, L.P. pursuant to Section 1.2(c) of the Voting Agreement (as defined in the Purchase Agreement), absent the mutual agreement of each of the two Preferred Directors designated by the holders of the Series B Director) together with the Independent Director (Preferred Stock pursuant to the extent an Independent Director has been appointed in accordance with Certificate of Incorporation and the Restated Certificate), which Transaction Agreements. Any options to be granted by the Option Committee pursuant to such Committee’s delegation of authority from the Board of Directors shall be responsible approved unanimously by the Option Committee and such approval shall be evidenced by either a unanimous written consent executed by each member of the Option Committee or by minutes of a meeting wherein each of the members of the Option Committee were present and consented to the approval of any option grants presented for setting compensation for directors, officers and employees (including determining approval at such meeting. Any option grants to be made by the allocation of equity pursuant Company to any Employee Stock member of the Option Plan). (f) The Investor Directors may sit on any committee formed Committee shall be approved by the Boardfull Board of Directors and not the Option Committee. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise agreed by (a) Pursuant to Section 9(b) of the Certificate of Designations creating the Preferred Stock, the Stockholder is entitled to elect up to two 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 may be necessary or appropriate to permit such election to be made to the extent provided in the Certificate of Designations, subject to the provisions set forth in this Section 3.1. Otherwise, the Company shall have no obligation to take any action to cause a designee or representative of the Stockholder (or its Related Persons) to become a member of the Board of Directors (Directors. Upon termination of the “Board”) with Investor Director ConsentStockholder Designee Period, the terms of the Stockholder Designees will cease and the Stockholder 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 3.1 shall meet bi-monthly for terminate. Notwithstanding the year following the execution date provisions of this Agreement Section 3.1(a) or Section 9(b) of the Certificate of Designation, the Stockholder agrees that (i) the Stockholder will give the Company at least ten (10) days prior written notice of the identity its Stockholder Designees prior to the election thereof pursuant to Section 9(b) of the Certificate of Designations and thereafter provide the Company with such information concerning the background of such Stockholder Designees as the Nominating Committee may reasonably request; (ii) subject to (iii) below, it will elect ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as the Stockholder Designee (or one of the Stockholder Designees when the Stockholder is entitled to designate more than one Stockholder Designee) for as long as ▇▇. ▇▇▇▇▇▇▇ remains affiliated with the Ares Management, Inc. or its Related Persons; (iii) it will not elect (and it agrees to withdraw the nomination of or cause the removal of) any Person to the Company’s Board of Directors that the Nominating Committee determines in good faith that the proposed Stockholder Designee does not meet the qualification requirements imposed with respect to other directors or determines (upon written opinion of its outside counsel) that a proposed Stockholder Designee would not be qualified under any applicable law, rule or regulation (including under any exchange or Nasdaq 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 meet as determined 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 Stockholder of any objection to a Stockholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Board. Board meetings may be held by telephone or video conference between Company in connection with such election of directors to enable the Directors who are not all Stockholder to propose a replacement Stockholder Designee in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in personaccordance with the terms of this Agreement. (aiv) Except with Investor Director Consent, no business The Stockholder also agrees that none of its Stockholder Designees shall be transacted at a director, executive officer, or consultant to any meeting of the Board (solid waste company and that it shall cause each such Stockholder Designee to resign from or committee of the Board) except for that specified in the agenda referred terminate any such affiliation prior to in Section 4.3(b)designation. (b) The Company shall send parties intend that the Company’s Common Stock continue to meet the Directors (in electronic form qualification requirements applicable to Nasdaq National Market securities, or if so required): (i) reasonable advance notice of each meeting the Company’s Voting Securities become listed on the New York Stock Exchange, the listing requirements of the New York Stock Exchange. The Board (being not fewer than five Business Days) and each committee of the Board, Directors will be comprised according to such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutesrequirements. (c) The Investor Subject to any requirements described in (b) above, the parties agree that the Unaffiliated Directors will have the exclusive power to nominate directors on behalf of the Board of Directors (other than with respect to Stockholder Designees appointed pursuant to the Certificate of Designations and in accordance with the provisions hereof). In such capacity, the Unaffiliated Directors may be referred to herein as the “Nominating Committee” regardless of whether a formal committee is formed. (d) Each Stockholder Designee serving on the Board of Directors shall be entitled to call a Board meeting on the giving of one week’s notice all insurance, indemnification, compensation, stock incentives granted to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings directors who are not employees of the Company or carrying out authorised business on behalf of the Companysame terms provided to, and subject to the same limitations applicable to, such directors. (e) The Board Company shall maintain a compensation committee consisting of any two Investor Directors use its reasonable best efforts to ensure that (i) one of whom shall the Stockholder Designees is appointed as an observer to each committee of the Board of Directors other than a special committee appointed to consider any matter involving the Stockholder or its Related Persons. The observer will not be the Series B Director) together with the Independent Director (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 extent an Independent Director has been appointed in accordance with power of the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining committee chair to conduct executive sessions of only the allocation full members of equity pursuant to any Employee Stock Option Plan)the committee. (fii) The Investor Directors may sit on any committee formed by the Board. (g) The composition meetings of the board Board of directors of any subsidiary shall be determined by the Board acting with Investor Director ConsentDirectors are held at least four times each year.

Board Matters. Unless otherwise agreed by Until such time as all Notes have been either fully repaid or fully converted into Common Stock, Issuer will maintain a board comprised of 7 (seven) directors and will use all reasonable efforts to keep all board positions continuously filled with suitably qualified individuals, and to keep vacancies to a minimum, so as to provide Issuer with adequate corporate governance resources. During such period, Issuer will also procure and maintain directors and officer’s liability insurance with customary liability limits and coverage terms. For 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 Board qualifications and strengths of Directors other board members, (2) who possesses independence, knowledge, judgment, character, leadership skills, requisite education and relevant experience, and (3) who has a high moral standing and is not currently and has not previously been the subject of any Proceedings, whether or not convicted of any wrongdoing, that call into question such person’s character, judgment or integrity. Notwithstanding the foregoing, so long as any principal or interest on any of the Notes is outstanding, the holders of the Notes shall have the right to appoint a non-voting representative (the “BoardObserver”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board to attend meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of the Issuer, to change the representative so appointed at any subsidiary time and, upon the resignation of such representative for any reason, to reappoint such a representative. Issuer shall provide the Observer with a copy of any materials to be determined distributed or discussed at such meetings at the same time as provided to members of the Board. Nothing herein shall require Issuer to change the place or time of any meeting for which notice has been provided by Issuer to the Observer simultaneously with that provided to Issuer’s directors. Observer will be expected to conduct himself or herself in accordance with those reasonable rules of order applicable to members of Issuer’s board of directors and not otherwise to interfere with or disrupt the conduct of business by Issuer’s board of directors, and will be subject to dismissal (and subsequently replacement by his or her appointers) for failure to comply therewith. Upon presentation of reasonable documentation therefore, Issuer shall promptly reimburse the Observer for all reasonable and necessary out of pocket expenses actually incurred by the Board acting with Investor Director ConsentObserver 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 condition precedent to attending meetings of Issuer’s board of directors and receiving materials distributed or discussed at such meetings, Observer must execute and deliver a non-disclosure agreement in favor of Issuer pursuant to which Observer undertakes contractual duties respecting his or her use and disclosure of all confidential and proprietary information of Issuer contained therein of similar scope to those duties by which members of Issuer’s board of directors are bound.

Board Matters. Unless otherwise agreed Effective upon the execution of this Agreement, (i) the Nominating and Governance Committee of the Board has reviewed and approved the qualifications of each New Director to serve as a member of the Board and (ii) in reliance on the information provided to the Company by the Board of Directors (the “Board”) with Investor Director ConsentGroup and each New Director, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet has confirmed that each New Director is “independent” as determined defined by the Boardlisting standards of the New York Stock Exchange (“NYSE”), the Securities and Exchange Commission (“SEC”) and such qualifications that each New Director is not affiliated or associated with, or compensated for service as a nominee or director of the Company by any member of the Investor Group or any of their Affiliates. Board meetings may In connection with the foregoing, each New Director has provided to the Company information required to be held or customarily disclosed by telephone directors or video conference between the Directors who are not all director candidates in one place so long as they are all able proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to speak directors, and hear each othera fully completed, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any true and accurate copy of a director questionnaire and other customary director onboarding documentation. At a meeting of the Board (or committee the “Nominating Meeting”) that took place prior to the date hereof, the Company agreed that upon execution of this Agreement that the Board and all applicable committees of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required):Board would take all necessary actions to: (i) reasonable advance notice cause the Board to increase the size of its membership by two (2) and to appoint each of the New Directors (or any Replacement pursuant to Section 1(d)) as a director of the Company effective as of the date hereof with a term expiring at the 2018 annual meeting of shareholders of the Company (the “2018 Annual Meeting”) or until his or her earlier death, resignation, disqualification or removal; (ii) increase the size of the Strategic Alternatives Committee of the Board (being not fewer than five Business Daysthe “Strategic Committee”) by two (2) and appoint each committee of the BoardNew Directors (or any Replacement pursuant to Section 1(d)) as a member of the Strategic Committee effective as of date first written above with a term expiring at the 2018 Annual Meeting or until his or her earlier death, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as resignation, disqualification or removal; (iii) cause the Board requires (to reduce the format of such reporting information to be agreed at the first meeting size of the Board to eleven (11) immediately following the 2018 Annual Meeting and amended thereafter with agree not to increase the consent size of the Boardboard to more than eleven (11) and all relevant papersthrough the Standstill Period (as defined herein); (iv) nominate each New Director (or any Replacement pursuant to Section 1(d)) as a candidate for reelection to the Board at the 2018 Annual Meeting to serve until the 2019 annual meeting of shareholders (the “2019 Annual Meeting”) or until his or her earlier death, resignation, disqualification or removal; and (v) if elected at the 2018 Annual Meeting, continue the appointment of each New Director as a member the Strategic Committee through the Standstill Period (as defined herein) or until his or her earlier death, resignation, disqualification or removal. At the 2018 Annual Meeting, the Company agrees to recommend, support and solicit proxies for the election of each New Director (or any Replacement pursuant to Section 1(d)) in the same manner as for other nominees nominated by the Company at the 2018 Annual Meeting. The Company agrees that each New Director shall receive (i) the same compensation for his or her service as a director as the compensation received by other non-management directors on the Board, and (ii) such other benefits on the same basis as soon as practicable after each meeting of the Board (or committee of all other non-management directors on the Board), a copy of including, without limitation, any equity awards granted to all other non-management directors will be treated in the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice same manner as equity awards to the remaining members of the Board. (d) The Company will reimburse the Company’s other non-employee Directors and Observers for management directors in the reasonable costs and out event of pocket expenses incurred by them in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company. an Extraordinary Matter (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Planas defined herein). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise agreed by a. The Company shall, effective immediately following the execution and delivery of this Agreement, (i) appoint to the Board of Directors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “BoardFirst New Director”) to serve as a director of the Company with a term expiring at the 2023 Annual Meeting, and (ii) appoint ▇▇▇▇▇ ▇▇▇▇▇▇ as an observer to the Board (the “Observer”). b. The Company agrees that during the period commencing on the date hereof until the appointment of the Observer to the Board, the Observer will receive, on a confidential and restricted basis, copies of all documents distributed to the Board, including, without limitation, notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board occurring on or after the date hereof contemporaneous with their distribution to the Board. The Company will be entitled to withhold any information and exclude the Observer from any Board or Board committee meeting, or any portion thereof, as is reasonably determined by the Company to be necessary to protect the Company’s attorney-client privilege. The Observer will have the right to attend and participate, but not vote, at all meetings of the Board, the Advisory Committee (as defined below) and the Compensation & Talent Development Committee of the Board during this period (whether such meetings are held in person, telephonically or otherwise). As a condition to the Second New Director (or any Second Replacement Director (as defined below) thereof, as applicable) serving as the Observer, the Second New Director (or any Second Replacement Director thereof, as applicable) will have delivered an undertaking to the Company as set forth on Exhibit A (the “Observer Undertaking”). c. The Company will include the First New Director (or any First Replacement Director thereof (as defined below), as applicable) in the Company’s slate of ten (10) nominees for election as directors of the Company at the 2023 Annual Meeting and will use commercially reasonable efforts to cause the election of the First New Director to the Board at the 2023 Annual Meeting (including the Board recommending that the Company’s stockholders vote in favor of the election of the First New Director in the Company’s proxy statement for the 2023 Annual Meeting and otherwise supporting the First New Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Company will include the Observer (or any Second Replacement Director thereof, as applicable) in the Company’s proxy statement for the 2023 Annual Meeting, which shall provide that the Company intends to increase the size of the Board to twelve (12) directors and appoint the Observer (the “Second New Director” and together with the First New Director, the “New Directors”) to the Board immediately following the 2023 Annual Meeting. The Board and all applicable committees of the Board shall not increase the size of the Board (i) immediately following the conclusion of the 2023 Annual Meeting, to more than twelve (12) directors and (ii) following such time and prior to the expiration of the Standstill Period (as defined below), to more than thirteen (13) directors, in each case without the prior written consent of the Investor Director ConsentGroup. d. Effective immediately following the execution and delivery of this Agreement, the Board and all applicable committees thereof shall meet bitake such actions as are necessary to form a committee of the Board to be named the Capital Allocation Advisory Committee (the “Advisory Committee”) to objectively support and make recommendations to the Board regarding, and support management’s review of, the Company’s capital allocation strategy. In accordance with Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), the Board will cause the Advisory Committee to initially be composed of four (4) members: the First New Director and three (3) other members of the Board serving on the Board prior to the execution of this Agreement, who will initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (as a non-monthly voting member) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (as a non-voting member), with the First New Director to serve as Chair of the Advisory Committee, and the Observer will be permitted to participate in the Advisory Committee as provided in Section 1(b) hereof. Promptly following the appointment of the Second New Director to the Board, the Board and all applicable committees thereof will take such actions as are necessary to (i) add the Second New Director to the Advisory Committee, which will then be composed of five (5) members of the Board, and (ii) adjust Messrs. Salmon and ▇▇▇▇▇▇▇▇’▇ (or their successors’) status as members of the Advisory Committee to include full voting rights. During the Standstill Period, the composition of the Advisory Committee shall remain as specified in this Section 1(d). The Company and the Investor Group shall cooperate in good faith to agree upon a charter for the year following Advisory Committee, which shall not be amended or modified during the execution Standstill Period without the approval of the Investor Group. e. If, during the Standstill Period: i. the Second New Director resigns from the Board or is rendered unable (due to death or disability) to, or refuses to, serve on the Board for any reason, and at all times since the date of this Agreement and thereafter shall meet as determined by at such time the Board. Board meetings may be held by telephone or video conference between Investor Group Beneficially Own in the Directors who are not all in one place aggregate at least 1.5% of the Company’s then‑outstanding Common Stock (the “Company Ownership Level Minimum”), then, so long as they are all able to speak and hear each other, provided that Investor Group Beneficially Owns in the aggregate at least two the Company Ownership Level Minimum, the Investor Group shall identify a replacement (who shall qualify as “independent” pursuant to the rules of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”)) to fill the resulting vacancy caused by the Second New Director’s departure from the Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business and any such person shall be transacted at any meeting promptly appointed to the Board, subject to the good faith review and approval (such approval not to be unreasonably conditioned, withheld or delayed) by the Nominating & Governance Committee of the Board (or committee the “N&G Committee”) and the Board, (any such replacement director, a “Second Replacement Director”); provided that any Second Replacement Director shall not be any member of the BoardInvestor Group or any Affiliate, Associate or employee of any member of the Investor Group; or ii. the First New Director resigns from the Board or is rendered unable (due to death or disability) except to, or refuses to, serve on the Board for that specified any reason, then, so long as Investor Group Beneficially Owns in the agenda referred to in Section 4.3(b). aggregate at least the Company Ownership Level Minimum, the Investor Group shall identify three (b3) The Company potential replacements (who shall send qualify as “independent” pursuant to the Directors (in electronic form if so required): (irules of the New York Stock Exchange and the applicable rules and regulations of the SEC) reasonable advance notice of each meeting of to fill the resulting vacancy caused by the First New Director’s departure from the Board (being the “Proposed Replacements”); provided that such Proposed Replacements shall not fewer than five Business Daysbe any member of the Investor Group or any Affiliate, Associate or employee of any member of the Investor Group. After completion of the director information and interviews provided for in Section 4, then one (1) of the Proposed Replacements shall be promptly appointed to the Board, subject to the good faith review and each committee approval (such approval not to be unreasonably conditioned, withheld or delayed) by the N&G Committee and the Board (any such replacement director, a “First Replacement Director” and together with the Second Replacement Director, the “Replacement New Director”). Any Replacement New Director designated pursuant to this Section 1(e) as replacing the First New Director prior to the 2023 Annual Meeting shall stand for election at the 2023 Annual Meeting together with the Company’s other nominees. Any Replacement New Director designated pursuant to this Section 1(e) as replacing the Second New Director before the appointment of the Second New Director to the Board pursuant to Section 1(c), will be appointed to the Board pursuant to Section 1(c), and, before the date of such appointment, will be deemed to be the Observer upon the execution of the Observer Undertaking pursuant to Section 1(b). Upon a Replacement New Director’s appointment to the Board, such notice Replacement New Director shall be deemed to be accompanied by a written agenda specifying New Director for all purposes under this Agreement. f. Concurrent with the business execution of this Agreement, Ancora hereby irrevocably withdraws the Nomination Notice. g. The Board and all applicable committees thereof shall take such actions as are necessary to be discussed at such meeting together with such reporting information (i) effective immediately following the execution and delivery of this Agreement, add the First New Director to the N&G Committee and (ii) effective as of the Board requires (appointment of the format Second New Director to the Board, add the Second New Director to the Compensation & Talent Development Committee of such reporting information to be agreed at the first meeting Board. Each New Director shall have the same right as other members of the Board and amended thereafter with the consent to be invited to attend meetings of the Board) and all relevant papers; and (ii) as soon as practicable after each meeting committees of the Board (or committee of which any New Director is not a member. Further, in the event the Board establishes any new committee(s) of the Board)Board during the Standstill Period, a copy of the minutes. (c) The Investor Directors each New Director shall be entitled to call a Board meeting considered for membership on such committee(s) in the giving of one week’s notice to the remaining same manner as other independent members of the Board. h. While any New Director (dor any Replacement New Director, as applicable) The Company will reimburse serves as a director of the non-employee Directors and Observers Board, such New Director shall receive compensation (including equity‑based compensation, if any) for the reasonable costs Board and out of pocket expenses incurred by them in respect of attending committee meetings of attended, an annual retainer and benefits (including expense reimbursements) on the Company or carrying out authorised business on behalf same basis as all other non‑employee directors of the Company. i. The New Directors (eand any Replacement New Director, as applicable) will be governed by the same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of the Company as other directors, as amended from time to time (collectively, “Company Policies”), and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. The Company shall make available to any New Director copies of all Company Policies not publicly available on the Company’s website. At all times while any New Director (or any Replacement New Director, as applicable) is serving as a member of the Board, (i) such New Director shall not disclose to the Investor Group, any members of the Investor Group or any “Affiliate” or “Associate” (for purposes of this Agreement, as each is defined in Rule 12b‑2 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of each such member of the Investor Group (collectively and individually, the “Investor Group Affiliates”) or any other person or entity not affiliated with the Company any confidential information of the Company, and (ii) the Investor Group and each member of the Investor Group shall not, and shall cause their Affiliates not to, seek to obtain confidential information of the Company from any New Director (or any Replacement New Director). Furthermore, the Investor Group agrees that none of the New Directors (or any Replacement New Director) may share any information with the Investor Group in respect of the Company which they learn in their capacity as an observer or a director of the Company, including discussions or matters considered in meetings of the Board or any Board committee, at any time, for any reason, without the Company’s prior consent. j. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall maintain a compensation committee consisting be personal to the Investor Group and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any two kind or nature (each, a “Person”), except that the Investor Directors (one of whom Group shall be the Series B Director) together with the Independent Director (permitted to the extent an Independent Director has been appointed in accordance with the Restated Certificate)transfer or assign this Agreement to their respective Affiliates, which provided that any such transfer or assignment shall be responsible for setting compensation for directors, officers and employees (including determining the allocation not relieve any transferring Investor Group party of equity pursuant to any Employee Stock Option Plan)its obligations under this Agreement. (f) The Investor Directors may sit on any committee formed by k. For purposes of this Agreement, the Boardterm “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d‑3 promulgated under the Exchange Act. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise agreed ​ (a) For as long as fifty percent (50%) of the original principal amount of the Convertible Notes are outstanding and have not been converted or cash settled, the Conversant Investor shall have the right to designate one (1) member of the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (b) For so long as the Conversant Investor holds the right to designate at least one member of the Board of Directors pursuant to this Article IV (such designee, the “Conversant Board Representative”), the Issuer shall cause the Conversant Board Representative to be elected or appointed to the Board of Directors, including by taking all action as may be necessary to secure the favorable votes of the Board of Directors or the stockholders of the Issuer, as applicable, in respect of the election or appointment such Conversant Board Representative at the time of any future director elections or appointments (including to fill any vacancy), whether at any annual or special meeting of the Board of Directors or stockholders or pursuant to any written consent of the Board of Directors or stockholders of the Issuer or, to the extent necessary, by expanding the size of the Board of Directors and appointing the Conversant Board Representative to the Board of Directors (and, to the “Board”extent necessary, calling a special meeting of the Issuer’s stockholders for the purpose of amending the Issuer’s Certificate of Incorporation to allow such expansion). Promptly following the Closing Date, and in any event within five (5) with Investor Director ConsentBusiness Days thereof, the Issuer shall cause ▇▇▇▇▇▇ ▇▇▇▇▇ to be elected or appointed to the Board shall meet bi-monthly for of Directors as a Class III director (i.e., a member of the year following class of directors whose term of office expires at the execution date Issuer’s annual meeting of this Agreement and thereafter shall meet as determined by the Board. Board meetings may stockholders to be held by telephone or video conference between the Directors who are not all in one place 2026). ​ (c) For so long as they are all able the Conversant Investor holds the right to speak and hear each other, provided that at least two Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business shall be transacted at any meeting designate a member of the Board (or committee of Directors, the Issuer shall not, without the prior written approval of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) The Company shall send to the Directors (in electronic form if so required):Conversant Board Representative: (i) reasonable advance notice of each meeting increase the size of the Board of Directors in excess of eleven (being not fewer than five Business Days11) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of the Board) and all relevant papersmembers; andor (ii) as soon as practicable after each meeting decrease the size of the Board of Directors (A) to fewer than eleven (11) members, or committee (B) if such decrease would require the resignation of the Board), a copy Conversant Board Representative from the Board of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the BoardDirectors. (d) The Company Issuer will reimburse the nonConversant Board Representative for its reasonable and documented out-employee Directors and Observers for the reasonable costs and out of of-pocket expenses incurred by them in respect of attending meetings connection with travel to or from and attendance at each meeting of the Company or carrying out authorised business on behalf Board of Directors. The Conversant Board Representative will receive the same director compensation as each other non-executive director of the Company.Board of Directors. ​ (e) The For so long as the Conversant Investor holds the right to designate a member of the Issuer Board shall maintain of Directors, in the event that a compensation committee consisting vacancy is created at any time by the death, disability, retirement, resignation or removal of the Conversant Board Representative, the Conversant Investor (and only the Conversant Investor) may designate another individual to be elected to fill the vacancy created thereby, and the Issuer hereby agrees to take, at any two Investor Directors (one of whom shall be time and from time to time, all actions necessary to accomplish the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan).same. ​ (f) The Investor Directors may sit on If the Issuer reasonably determines that the Conversant Board Representative is subject to any committee formed by the Board. (g) The composition of the board of directors of any subsidiary “bad actor” disqualifications (“Disqualification Events”) described in Rule 506(d)(1)(i) through (viii) under the Securities Act, the Conversant Board Representative shall not be determined by eligible for appointment to the Board acting with Investor Director Consent.of Directors. To the Conversant Investor’s knowledge, ▇▇▇▇▇▇ ▇▇▇▇▇ is not subject to a Disqualification Event. ​

Board Matters. Unless otherwise agreed by (i) During the Board of Directors period (the “BoardNomination Term”) beginning on the day after the date of the 2019 Annual Meeting and ending on the close of business on the date that is fifteen (15) calendar days before the advance notice deadline set forth in the Company’s by-laws for the 2020 annual meeting of shareholders of the Company (the “2020 Annual Meeting”), Engaged shall have the right during any Nomination Window (as defined below) to provide the Company with Investor written notice (the “Notice”) of its request that the Board appoint G▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “New Director”) to the Board (with an initial term expiring at the 2020 Annual Meeting). In order for the Notice to be properly provided, Engaged must certify that the New Director Consentis willing and able to serve on the Board and the New Director must complete and deliver to the Company the Company’s standard director and officer questionnaire and other reasonable and customary director documentation required by the Company in connection with the election of Board members. (ii) If the Company receives a proper Notice requesting that the Board appoint the New Director to the Board and certifying that the New Director is willing and able to serve on the Board, then the Board shall make a determination, after a prompt, good faith, reasonable and customary review, (A) whether the New Director qualifies as “independent” under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines and (B) whether the New Director would fail to satisfy any of the other criteria and requirements set forth in Section 1(e) due to an event or fact that occurs or becomes known to the Board after the date hereof (an “Intervening Event”). Within five business days of the Board determining that the New Director qualifies as “independent” under the listing standards of the NYSE and the Company’s Corporate Governance Guidelines and would not fail to satisfy any of the other criteria and requirements set forth in Section 1(e) due to an Intervening Event, the Board shall meet bi-monthly for take all necessary actions to appoint the year following New Director to the execution date Board (with an initial term expiring at the 2020 Annual Meeting), including if necessary increasing the size of this Agreement and thereafter shall meet as determined by the Board. If the Board meetings may determines that the New Director is not independent pursuant to the listing standards of the NYSE or the Company’s Corporate Governance Guidelines or would fail to satisfy any of the other criteria and requirements set forth in Section 1(e) as a result of an Intervening Event, then the Board shall not be held by telephone or video conference between required to appoint the Directors who are not all in one place so long as they are all able New Director to speak and hear each other, provided that at least two Board meetings per calendar year will take place in personthe Board. (aiii) Except with Investor If Engaged has delivered a Notice and the New Director Consenthas been appointed to the Board, no business the Board shall be transacted at give the New Director the same due consideration for membership to any meeting committee of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b)as any other independent director. (b) The Company shall send If Engaged has delivered a Notice and the New Director has been appointed to the Directors (in electronic form if Board, so required): long as the New Director is a member of the Board: (i) reasonable advance notice of each meeting the Board will not form an executive committee of the Board (being not fewer than five Business Days) and each or any other committee of the BoardBoard with functions similar to those customarily granted to an executive committee unless, such notice to be accompanied by in each case, the New Director is a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format member of such reporting information to be agreed at the first meeting of the Board committee and amended thereafter with the consent of the Board) and all relevant papers; and (ii) as soon as practicable after all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each meeting case involving the Company or its securities or a material amount of the Board (assets or committee business of the Board)Company, will take place only at the full Board level or in committees of which the New Director is a copy of the minutesmember. (c) The Investor Directors shall be entitled Notwithstanding anything to call a Board meeting the contrary in this Agreement, if at any time after the date of this Agreement, (i) the members of the Engaged Group (together with their controlled Affiliates) collectively cease to have Beneficial Ownership of at least the lesser of (1) 2.5% of the outstanding Voting Securities (as defined below) of the Company and (2) 1,092,759 shares of Common Stock or (ii) any member of the Engaged Group materially breaches any of its obligations under this Agreement, then (x) if the New Director is serving on the giving Board at such time, the New Director shall, and each member of one week’s notice the Engaged Group shall cause the New Director to, promptly tender his resignation from the Board and any committee of the Board on which he may be a member and (y) the Company shall have no further obligations under this Section 1. In furtherance of the foregoing, the New Director shall, simultaneously with the delivery of a Notice by Engaged, and each member of the Engaged Group shall cause the New Director to, execute an irrevocable resignation in the form attached hereto as Exhibit A. (d) If Engaged has delivered a Notice and the New Director has been appointed to the remaining Board, from and after the date of the 2019 Annual Meeting, for any annual meeting of the shareholders of the Company, so long as the New Director is on the Board, the Company shall notify the Engaged Group in writing no less than thirty (30) calendar days before the advance notice deadline set forth in the Company’s by-laws if the New Director is to be nominated by the Company for election as a director at such meeting. If the Engaged Group is notified by the Company that the New Director is to be nominated, and the New Director agrees to serve as a director, the Company shall use its reasonable best efforts to cause the election of the New Director to the Board at such meeting (including listing the New Director in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s shareholders vote in favor of the election of the New Director and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). Each member of the Engaged Group agrees to provide, or cause to be provided, to the Company, simultaneously with the delivery of a Notice by Engaged, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment of the New Director to the Board or inclusion of the New Director on a slate of directors, as applicable. (e) If the New Director is appointed to the Board, the New Director shall, and each member of the Engaged Group shall cause the New Director to: (i) comply with the Company’s Code of Conduct and Corporate Governance Guidelines, including all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board. , including all applicable conflict of interest, confidentiality, stock ownership, i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and corporate governance policies, guidelines and manuals of the Company; (dii) The not enter into any agreement, arrangement or understanding with any Person (A) other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company, (B) concerning how the New Director will reimburse act or vote on any issue or question or (C) that could limit or interfere with the non-employee Directors New Director’s ability to comply with the New Director’s fiduciary duties under applicable law; (iii) keep confidential any and Observers for all information concerning or relating to the reasonable costs Company or any of its Affiliates or Associates, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring to, relating to, based upon or derived from such information, in whole or in part and out of pocket expenses incurred by them not disclose to any third parties discussions or matters considered in respect of attending meetings of the Board or Board committees; and (iv) complete the Company’s standard director and officer questionnaire and other reasonable and customary director documentation required by the Company or carrying out authorised business on behalf in connection with the election of Board members. The New Director 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. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by Engaged Group hereby irrevocably withdraws the BoardNomination Letter. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise agreed (a) Promptly following the Closing Date, and in any event within five (5) business days following the Closing Date, the Company shall increase the size of the Board of Directors of the Company (the “Board of Directors”) by two (2) members and, promptly following such increase, and in any event within five (5) business days following the Closing Date, shall cause ▇▇▇▇ ▇▇▇▇▇▇▇ to be elected or appointed to the Board of Directors (the “BoardPurchaser Board Representative”) and one independent director nominated by the Company or Board of Directors to be elected or appointed to the Board of Directors (the “Independent Board Representative” and together with Investor Director Consentthe Purchaser Board Representative, the “Board Representatives”). The election or appointment of the Board Representatives will be subject to satisfaction of all legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that election of ▇▇▇▇ ▇▇▇▇▇▇▇ to serve as the Purchaser Board Representative shall meet bi-monthly for be acceptable and no such approval of the year following the execution date of this Agreement Nominating and thereafter Governance Committee shall meet as determined by the Boardbe required. Board meetings may be held by telephone or video conference between the Directors who are not all in one place For so long as they are all able to speak and hear each other, provided that the Purchaser or an Affiliate of Purchaser holds at least two 25% of the Shares, on an as-converted basis, issued to the Purchaser hereunder, on an as-converted basis, the Purchaser shall continue to have the right to nominate the Purchaser Board meetings per calendar year Representative. Subject to this Section 5.1(a), so long as the Purchaser has the right to nominate the Purchaser Board Representative to the Board of Directors, the Company shall not increase the number of Directors on the Board of Directors without the prior consent of the Purchaser. The Company will take place reimburse the Purchaser Board Representative and any observer appointed pursuant to Section 5.1(b) for their respective reasonable and documented out-of-pocket expenses incurred in person. (a) Except connection with Investor Director Consent, no business shall be transacted travel to or from and attendance at any each meeting of the Board (of Directors. The Purchaser Board Representative will receive the same director compensation as each other non-executive director of the Board of Directors. The Purchaser agrees, upon the Company’s request, to timely provide the Company with accurate and complete information relating to the Purchaser Board Representative as may be required to be disclosed by the Company under the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding any rights to be granted with respect to the Purchaser Board Representative hereunder, the Board of Directors may exclude the Purchaser Board Representative from access to any Board of Directors or committee materials or information or meeting or portion thereof or written consent if the Board of Directors determines, in good faith, including the Purchaser Board Representative in discussions relating to such determination (but not requiring the affirmative vote of such Purchaser Board Representative), that such access would reasonably be expected to result in a conflict of interest with the Company; provided, that such exclusion shall be limited to the portion of the Board) except Board of Directors or committee material or information and/or meeting or written consent that is the basis for such exclusion and shall not extend to any portion of the Board of Directors or committee material and/or meeting that specified in the agenda referred does not involve or pertain to in Section 4.3(b)such exclusion. (b) The Company shall send Following the Closing Date and for so long as the Purchaser or an Affiliate of Purchaser holds at least 50% of the Shares, on an as-converted basis, issued to the Directors Purchaser hereunder, on an as-converted basis, the Purchaser shall have the right (in electronic form if so required): (iaddition to the rights set forth in Section 5.1(a)) reasonable advance notice of each meeting to designate a non-voting observer of the Board (being not fewer than five Business Days) and each committee of Directors, which observer shall be an employee or partner of the Board, such Purchaser or one of its Affiliates. The observer shall be entitled to receive notice of and have the right to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting attend any and all meetings of the Board of Directors, and amended thereafter the Company shall provide the observer with copies of all notices, minutes, consents and other material in connection therewith at the consent of the Board) and all relevant papers; and (ii) same time as soon as practicable after each meeting such materials are distributed to members of the Board of Directors; provided, that (A) the Purchaser shall cause the observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to the observer pursuant hereto and (B) the Company and the Board of Directors shall have the right to withhold any information and to exclude the observer from any meeting or committee portion thereof (1) if doing so is, in the opinion of outside counsel to the Company, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors determines in good faith, after consultation with outside counsel, that fiduciary requirements under applicable law would make attendance by the observer not advisable; provided, further, that, if the Company and/or the Board of Directors withhold any information or exclude the observer from any meeting pursuant to the foregoing clause (B), to the extent practicable they shall give Purchaser notice of such withholding or exclusion and the parties shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely (in the good faith belief of the BoardCompany and the Board of Directors (after consultation with outside counsel), a copy ) to contravene such applicable law or cause such privilege to be waived. The observer shall have no right to vote on any matters presented to the Board of Directors. All obligations of the minutesCompany pursuant to this Section 5.1(b) shall terminate, and, upon request by the Board of Directors, the Purchaser shall cause the observer to resign promptly from the Board of Directors, in each case upon the Purchaser ceasing to have the right to designate the observer pursuant to this Section 5.1. (c) The Investor For so long as the Purchaser has the right to designate or nominate the Purchaser Board Representative pursuant to Section 5.1(a), the Company and the Nominating and Governance Committee of the Board of Directors shall be entitled take such action as is required under applicable law, the rules and regulations in effect at such time of Nasdaq or such other market on which the Class A Common Stock is then listed or quoted or under the Bylaws or Certificate of Incorporation to call a Board meeting include on the giving Board of one week’s notice Directors or in the slate of nominees recommended by the Board of Directors such person designated or nominated, as the case may be, by the Purchaser pursuant to Section 5.1. The Company shall use its reasonable best efforts to have the Purchaser Board Representative elected as a director of the Company and the Company shall solicit proxies for such person to the remaining members same extent as it does for any of its other nominees to the Board of Directors. For so long as the Purchaser has the right to designate or nominate the Purchaser Board Representative, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of the BoardPurchaser Board Representative, the Purchaser may designate or nominate, as applicable, another individual to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. For so long as the Purchaser has the right to designate or nominate the Purchaser Board Representative pursuant to Section 5.1(a) and the Purchaser Board Representative is a member of the Board of Directors, the Purchaser Board Representative shall be appointed to the compensation committee and the nominating and governance committee of the Board of Directors; provided, that if applicable SEC rules or Nasdaq listing rules do not permit the Purchaser Board Representative to be a member of such committee, then the Board of Directors shall appoint the Purchaser Board Representative as a non-voting observer of such committee if designated by Purchaser. (d) The Company will reimburse shall maintain in effect at all times directors’ and officers’ indemnity insurance covering the Purchaser Board Representative to the same extent and on the same terms as any directors’ and officers’ indemnity insurance maintained by the Company with respect to the other non-employee Directors executive members of the Board of Directors. Any directors’ and Observers officers’ indemnity insurance shall be primary to any insurance coverage for the reasonable costs and out of pocket expenses incurred Purchaser Board Representative maintained by them in respect of attending meetings of any other person. At the Closing, the Company or carrying out authorised business on behalf of and the Purchaser Board Representative shall enter into an indemnification agreement substantially similar to the form included as Exhibit 10.4 to the Company’s Form 10-K for the fiscal year ended December 31, 2019 (the “Indemnification Agreement”). (e) The Board shall maintain a compensation committee consisting All obligations of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (Company pursuant to this Section 5.1 relating to the extent an Independent Director has been appointed Purchaser Board Representative shall terminate, and, upon request by the Board of Directors, the Purchaser shall cause the Purchaser Board Representative to resign promptly from the Board of Directors, in each case upon the Purchaser ceasing to have the right to designate or nominate a director pursuant to Section 5.1. Any vacancy created by such resignation may be filled by the Board of Directors or the shareholders of the Company in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers Bylaws or Certificate of Incorporation and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan)applicable law. (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.

Board Matters. Unless otherwise agreed determined by the vote of a majority of the directors then in office, the Board of Directors (the “Board”) with Investor Director Consent, the Board shall meet bi-monthly for the year following the execution date of this Agreement and thereafter shall meet as determined by the Board. Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able to speak and hear each other, provided that at least two Board meetings per calendar year will take place quarterly in person. (a) Except accordance with Investor Director Consent, no business shall be transacted at any meeting of the Board (or committee of the Board) except for that specified in the agenda referred to in Section 4.3(b). (b) an agreed-upon schedule. The Company shall send to reimburse the Directors directors for all reasonable out-of-pocket travel expenses incurred (in electronic form if so required): (i) reasonable advance notice of each meeting of the Board (being not fewer than five Business Days) and each committee of the Board, such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter consistent with the consent of the BoardCompany’s travel policy) and all relevant papers; and (ii) as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of connection with attending meetings of the Board of Directors. Each Preferred Director shall be entitled in such person’s discretion to be a member of the audit and/or the compensation committees of the Board of Directors. Each Preferred Director shall be entitled in such person’s discretion to be a member of any existing committee of the Board of Directors, including the audit and/or the compensation committees. To the extent that the Company desires to pursue a Sale of the Company (as defined in the Sixth Amended and Restated Voting Agreement of even date herewith among the Investors, the Company and the other parties named therein) which involves a transaction with a strategic buyer or carrying out authorised business on behalf a party which is not an investment firm or a collective investment vehicle, the Board of Directors shall constitute a special committee, which special committee shall: (i) be comprised of all directors of the Company. , including any Preferred Director, at such director’s discretion; provided, however, that such committee shall not include the DH Director; and (eii) have the exclusive authority over all aspects of the Sale of the Company, including, without limitation, negotiating the terms and conditions thereof, reviewing due diligence information in connection therewith and submitting its recommendations to the entire Board upon finalization of its negotiations and review. The Board special committee shall maintain a compensation committee consisting of have the right to withhold any two Investor Directors (one of whom shall be materials from the Series B Director) together with the Independent DH Director (to the extent an Independent the members of the special committee shall reasonably determine that the DH Director (or any of its Affiliates or any party that shall have designated such Board member) has been appointed a conflict of interest or could reasonably be expected to use the information contained therein other than in accordance connection with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation determination of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition whether such Sale of the board Company is in the best interests of directors the Company and its stockholders. Each Investor and Key Holder agrees to take such further action reasonably requested in order to effectuate the purposes of any subsidiary shall be determined by the Board acting with Investor Director Consentthis Section 5.6.

Board Matters. Unless otherwise agreed by (a) Commencing immediately after the Board date hereof, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (including any replacement pursuant to Section 1(f), the “Corvex Designee”) shall be invited to attend all meetings of Directors the board of directors of the Company (the “Board”) with Investor Director Consentup to and including the last regularly scheduled Board meeting to be held prior to the Company’s 2024 Annual Meeting of Stockholders (each such Board meeting, a “Board Meeting”) as a non-voting Board observer of the Company (a “Board Observer”). It is understood and agreed that the Corvex Designee shall attend such Board Meetings in his capacity as a Board Observer and shall not have voting rights, or be counted towards a quorum. However, for greater certainty, subject to the provisions of this Agreement, the Board Observer shall meet bi-monthly for be entitled to express his perspectives and participate in any and all discussions at such meetings. The Company shall provide the year following Board Observer with the execution date anticipated Board Meeting schedule as soon as it becomes available, as well as copies of this Agreement and thereafter shall meet as determined all documents distributed to the Board in advance of such Board Meetings, including notice of all Board Meetings, all written consents executed by the Board, all materials prepared for consideration at any Board Meeting and any materials that are provided to the Board as background materials, and all minutes related to each Board Meeting, in each case, contemporaneous with their distribution to the Board. The Board meetings may be held by telephone or video conference between the Directors who are not all in one place so long as they are all able Observer’s use of electronic communication to speak and hear each other, provided that at least two attend Board meetings per calendar year will take place in person. (a) Except with Investor Director Consent, no business Meetings shall be transacted at permitted to the same extent directors are so permitted. Notwithstanding the foregoing, the Company reserves the right to exclude the Board Observer from access to any material or meeting or portion thereof if, and only to the extent that, the Board determines reasonably and in good faith that such access would jeopardize legal privileges, involve conflicts of interest, or conflict with applicable law or stock exchange regulation. The Corvex Group shall cause the Corvex Designee to hold any information received as a Board Observer subject to the Confidentiality Agreement. The Board Observer shall also be invited to and permitted to attend meetings of the committees of the Board (or committee each, a “Committee”, and collectively, the “Committees”) up to and including each Committee’s last meeting prior to the Company’s 2024 Annual Meeting of Stockholders to the same extent as all Independent directors of the Board) except for Company are so invited and permitted, and each of the foregoing provisions in this Section 1(a), and all rights and obligations, terms and conditions that specified apply to the Corvex Designee in his capacity as a Board Observer, shall apply to the agenda referred Corvex Designee in his capacity as an observer of Committees, mutatis mutandis (including that Committee materials shall be provided to in Section 4.3(bthe Designee to the same extent as provided to Independent directors of the Company who are not members of such Committee). (b) If the Requisite Regulatory Approval Date occurs on or before the date (the “2023 Proxy Deadline”) that is fifteen (15) business days prior to the date on which the Company expects to mail its proxy statement relating to the 2023 Meeting, then immediately following the Requisite Regulatory Approval Date, the Company shall increase the size of the Board by one (1) member and appoint the Corvex Designee to the Board to fill such newly created vacancy, with a term to expire at the Company’s 2023 Annual Meeting of Stockholders (including any postponement, adjournment or rescheduling thereof, the “2023 Meeting”). If the Requisite Regulatory Approval Date occurs after the 2023 Proxy Deadline, then immediately following the later of (i) the Requisite Regulatory Approval Date and (ii) the completion of the 2023 Meeting, the Company shall increase the size of the Board by one (1) member and appoint the Corvex Designee to the Board to fill such newly created vacancy, with a term to expire at the Company’s 2024 Annual Meeting of Stockholders (including any postponement, adjournment or rescheduling thereof, the “2024 Meeting”). Upon the Corvex Designee’s appointment to the Board, the Corvex Designee shall cease to be a Board Observer and the Corvex Group shall have no further rights or obligations, and the Company shall have no further rights or obligations, under Section 1(a). If the Requisite Regulatory Approval Date occurs on or before the 2023 Proxy Deadline, the Company shall include the Corvex Designee as a nominee for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2023 Meeting and shall use its commercially reasonable efforts to cause the election of the Corvex Designee to the Board at the 2023 Meeting, including by recommending that the Company’s stockholders vote in favor of Corvex Designee and otherwise supporting Corvex Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after Corvex Designee’s appointment to the Board and, if applicable, as a condition to Corvex Designee’s nomination for election as a director of the Company at the 2023 Meeting, the Corvex Group must provide to the Company, in each case, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statements or other Company filings under applicable law or is otherwise necessary for the inclusion of Corvex Designee on the Board’s slate of nominees for election as directors or for the Company to comply with applicable law. The Company shall send not be obligated pursuant to this Agreement to include Corvex Designee (or any replacement designee appointed pursuant to Section 1(f)) on the Board’s slate of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2023 Meeting (and only for the 2023 Meeting if the applicable conditions hereunder are satisfied). The parties hereto acknowledge and agree that the Corvex Designee (and any replacement designee appointed pursuant to Section 1(f)) shall be entitled to receive compensation and expense reimbursement from the Company for his service as a Board Observer and as a member of the Board to the Directors (in electronic form if so required): (i) reasonable advance notice same extent applicable to all Independent directors of each meeting the Company. The Corvex Group agrees that it shall not, directly or indirectly, compensate or agree to compensate, any director or director nominee of the Company for such person’s service as a Board Observer or a member of the Board (being not fewer than five Business Days) and each committee including the Corvex Designee (or any replacement designee appointed pursuant to Section 1(f))). For the avoidance of doubt, nothing in the preceding sentence shall limit the Corvex Group’s right to compensate the Corvex Designee pursuant to any customary employee, consultant or similar arrangement with any member of the Board, such notice to be accompanied by a written agenda specifying Corvex Group that is not based on the business to be discussed at such meeting together with such reporting information as the Board requires (the format of such reporting information to be agreed at the first meeting of the Board and amended thereafter with the consent of Corvex Designee’s service on the Board) and all relevant papers; and (ii) . “Independent” means that such person qualifies as soon as practicable after each meeting of the Board (or committee of the Board), a copy of the minutes. (c) The Investor Directors shall be entitled to call a Board meeting on the giving of one week’s notice to the remaining members of the Board. (d) The Company will reimburse the non-employee Directors and Observers for the reasonable costs and out of pocket expenses incurred by them in respect of attending meetings independent director of the Company or carrying out authorised business on behalf under all applicable listing standards, applicable rules of the SEC and publicly disclosed standards used by the Board in determining the independence of the Company’s directors. (e) The Board shall maintain a compensation committee consisting of any two Investor Directors (one of whom shall be the Series B Director) together with the Independent Director (to the extent an Independent Director has been appointed in accordance with the Restated Certificate), which shall be responsible for setting compensation for directors, officers and employees (including determining the allocation of equity pursuant to any Employee Stock Option Plan). (f) The Investor Directors may sit on any committee formed by the Board. (g) The composition of the board of directors of any subsidiary shall be determined by the Board acting with Investor Director Consent.