Page 23 of 33 – SEC Filing
| CUSIP NO. 749227609 | 13D | Page 23 of 33 Pages |
Investor Group (or a previous member of a Schedule 13D group with any member of the Investor Group) to serve on the Board until the 2018 Annual Meeting, provided that the Investor Group will have
one veto right with respect to the person chosen by the Board to serve as the Second New Trustee, (iii) during the Cooperation Period (as defined below), no less frequently than once every sixty (60) days, one or more members of the
Issuers management shall use its commercially reasonable efforts to schedule a telephonic meeting with a representative of the Investor Group to discuss information regarding the Issuer that the Issuer has, prior to such meeting, publicly
disclosed, and (iv) the Issuer will reimburse the Investor Group $250,000 for its out-of-pocket expenses, including legal fees and expenses, as actually incurred by
the Investor Group in connection with the matters related to the 2017 Annual Meeting, the filing of a Schedule 13D amendment in connection with the 2017 Annual Meeting and the negotiation and execution of the Cooperation Agreement.
Under the terms of the Cooperation Agreement, the Investor Group has agreed to certain standstill provisions with respect to the Investor
Groups actions with regard to the Issuer and the Issuers Common Shares, 7.75% Series A cumulative redeemable preferred shares, liquidation preference $25.00 per share, $0.01 par value per share, 8.375% Series B cumulative redeemable
preferred shares, liquidation preference $25.00 per share, $0.01 par value per share, and 8.875% Series C cumulative redeemable preferred shares, liquidation preference $25.00 per share, $0.01 par value per share. A majority of the standstill
provisions would be in effect for a standstill period commencing on the date of the Cooperation Agreement and ending two years from the date of the Cooperation Agreement. The other standstill provisions would be in effect for a
cooperation period that commenced on the date of the Cooperation Agreement and ends at 11:59 p.m. Eastern Time on the date of the certification of the vote of shareholders at the 2018 Annual Meeting (the Cooperation Period).
Pursuant to the Cooperation Agreement, each of the Investors has agreed, at each annual and special meeting of shareholders held prior to
the expiration of the Cooperation Period, to (A) appear, in person or by execution of the Companys proxy card, at such shareholders meeting or otherwise cause all Common Shares beneficially owned by each Investor and their
respective Affiliates and Associates to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all Common Shares beneficially owned by each Investor and their respective Affiliates and Associates on
the Companys proxy card or voting instruction form (1) in favor of each of the nominees for election as trustees nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and
(2) in accordance with the Boards recommendations with respect to each of the proposals listed on the Companys proxy card or voting instruction form as identified in the Companys definitive proxy statement and any supplements
thereto, including in favor of all matters recommended by the Board for shareholder approval and against all matters which the Board recommends against shareholder approval; provided however that, in connection with any matter (other than the
election of nominees to the Board) to be voted upon by the Companys shareholders, after the certification of the vote of the Companys shareholders at the 2017 Annual Meeting, to the extent that the recommendation of Institutional
Shareholder Services Inc. (ISS) differs from the Boards recommendation with respect to such matter, the Investors may vote on the Companys proxy card or voting instruction form in accordance with the recommendation of ISS;
and (C) not execute any proxy card or voting instruction form in respect of such shareholders meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board.
Pursuant to the Cooperation Agreement, each of the Investors has agreed, in connection with any action by written consent that is sought to be
taken by any party other than the Company or the Board prior to the expiration of the Cooperation Period, not to vote and to take all necessary action, including, without limitation, the execution and completion of any consent revocation card
solicited by the Company or the Board, in accordance with the recommendation of the Board, to cause not to be voted, any of the Common Shares beneficially owned by each Investor and/or their respective Affiliates and Associates on any consent card
related to or affecting the removal, replacement or election of Board members and solicited by any party, other than the Company or the Board.
Pursuant to the Cooperation Agreement, each of the Investors has agreed, in connection with any demand by a shareholder of the Company that
the Company call a special meeting of shareholders made prior to the expiration of the Cooperation Period, not to vote and to take all necessary action, including, but not limited to, the execution and completion of any consent revocation card
solicited by the Company or the Board in accordance with the recommendation of the Board, to cause not to be voted, any of the Common Shares beneficially owned by each Investor and/or their respective Affiliates and Associates for any special
meeting demand proposed or sought to be made by any party.
