Filing Details

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William Doyle has been appointed to the board of directors (the “Board”) of the Issuer as a director in the class with a term expiring at the Issuer’s 2021 annual meeting of shareholders (the “2021 Annual Meeting”), Scott Ferguson has been appointed to the Board in the class with a term expiring at the Issuer’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”) and Paul Herendeen has been appointed to the Board in the class with a term expiring at the Issuer’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). The Board has agreed to rebalance its classes and appoint Mr. Herendeen to the class with a term expiring at the 2022 Annual Meeting no later than the completion of the 2021 Annual Meeting;

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Mr. Doyle has been appointed to serve as a member of the Issuer’s Innovation, Science and Technology Committee and Finance and Oversight Committee. Mr. Ferguson and Mr. Herendeen have each been appointed to serve as members of the Issuer’s Finance and Oversight Committee;

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the Issuer will include Mr. Ferguson and Mr. Herendeen on the slate of nominees recommended by the Board in the Issuer’s proxy statement and proxy card relating to the 2022 Annual Meeting, subject to certain conditions being met, and support each in a manner no less rigorous and favorable than the manner in which the Issuer supports its other nominees in the aggregate;

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the Reporting Persons have agreed that, in the event the Reporting Persons and their affiliates’ aggregate economic exposure is less than 4.5% of the shares of Common Stock outstanding (as calculated pursuant to the Cooperation Agreement), the Reporting Persons will cause Mr. Ferguson to tender his resignation from the Board to the Board, effective immediately, and cause Mr. Herendeen to tender his resignation from the Board to the Board, effective as of immediately prior to the next annual meeting;

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until the Standstill Termination Date (as defined below), the Reporting Persons shall, or in the case of shares beneficially owned, cause the record holder to, as of the record date for the applicable annual meeting, be present for quorum purposes and (i) vote in favor of (a) all nominees of the Issuer in its proxy statement for election to the Board, (b) any advisory vote on executive compensation and (c) the ratification of the appointment of the Issuer’s independent registered public accounting firm, and (ii) vote against (a) any stockholder nominations for directors which are not recommended by the Board for election to the Board and (b) any proposals or resolutions to remove any member of the Board;

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the Reporting Persons agreed to refrain from taking certain actions with respect to the Issuer until the later of (i) the date that is five (5) days after the date on which neither Mr. Ferguson nor any officer, director, consultant, partner or employee of Sachem Head or affiliate of the foregoing continues to serve on the Board and (ii) the date that is forty-five (45) days before the closing of the non-proxy access shareholder director nomination window for the 2023 Annual Meeting (the “Standstill Termination Date”); and

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subject to certain exceptions, if Mr. Ferguson or Mr. Herendeen ceases to serve as a member of the Board before his term expires, the Reporting Persons shall be entitled to recommend another individual to be appointed to the Board and, subject to certain conditions, the Board shall appoint such individual to the same class of the Board on which Mr. Ferguson or Mr. Herendeen, as applicable, served.