AGREEMENT

(iii)                               Each of the parties hereto agrees that the Investor Designee and the Independent Director, upon appointment or election to the Board, will serve as an integral member of the Board and be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation, reimbursements, and fees, as are applicable to all non-management directors of the Company.

(c)                                  During the Effective Period, the Board will (i) not waive the deadline for any shareholder under the Company’s advance notice bylaw provisions with respect to the 2016 Annual Meeting; (ii) not expand the size of the Board above seven (7) members (except as specifically set forth herein), (iii) not establish or maintain an executive or similar committee without the Investor Designee being a member of such committee, and (iv) consider in good faith the addition of the Investor Designee and the Independent Director to appropriate committees of the Board; provided however, that the parties agree that the Investor Designee shall not serve as a member of the NCG Committee.

(d)                                 During the Effective Period and provided the Board and the Company otherwise are in compliance with this Agreement, each member of the Investor Group and the Investor Designee will vote all of the shares of the Common Stock it or he owns at the 2016 Annual Meeting in support of all of the members on the Company Slate (and will not support or participate in any “withhold the vote” or similar campaign, or support any other Board nominees other than the Company Slate);

(e)                                  Notwithstanding the foregoing, the Investor Designee agrees to promptly tender his resignation from the Board and any committee of the Board on which he then sits upon the occurrence of any of the following during the Effective Period, which remedy shall be in addition to any other remedies available at law or equity including, but not limited to, specific performance:

(i)                                     Any member of the Investor Group (or any of its Affiliates or Associates) (1) submits a written notice to nominate a director or directors in accordance with Section 15 of Article II of the Company’s Bylaws other than with respect to the Investor Designee or the Independent Director, or (2) calls a special meeting of the stockholders of the Company; and

(ii)                                  the members of the Investor Group, together with all of their respective Affiliates, cease to collectively beneficially own at least 5% of the then outstanding Common Stock (other than as a result of dilution caused by the issuance of Common Stock by the Company).

3.                                      Standstill.  During the Effective Period, no member of the Investor Group or the Investor Designee shall, directly or indirectly (and each member of the Investor Group shall cause its respective Affiliates and Associates not to, directly or indirectly):

3

(a)                                 propose any candidates for election as directors of the Company (other than submissions to the NCG Committee for election of the Investor Designee or the Independent Director to the Board); provided however, that this Section shall not prohibit any members of the Investor Group or their Affiliates and Associates from engaging in private non-public communications with respect to such candidates with other members of the Investor Group and their respective Affiliates and Associates (as long as such communications do not become public);

(b)                                 propose any shareholder proposals or proxy resolutions or make any proposal regarding nominees for director for approval by the Company’s stockholders,

(c)                                  call or seek to have called any special meeting of the stockholders;

(d)                                 conduct any proxy solicitations with respect to the voting of Voting Securities (as defined below) against the recommendation of the Board regarding the election of directors or solicit proxies or written consents of stockholders, or any other person with the right to vote or power to give or withhold consent in respect of the Voting Securities, or conduct, encourage, participate or engage in any other type of referendum (binding or non-binding) with respect to, or from the holders of Voting Securities or any other person with the right to vote or power to give or withhold consent in respect of the Voting Securities, make, or in any way participate or engage in (other than by voting its shares of Voting Securities in a manner that does not violate this Agreement), any “solicitation” of any proxy, consent or other authority to vote any Voting Securities, with respect to any matter, or become a participant in any contested solicitation with respect to the Company, including without limitation relating to the removal or the election of directors;

(e)                                  form or join in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act, with respect to the Common Stock, or otherwise support or participate in any effort by a third party with respect to the matters set forth in Section 3, or deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement, other than solely with other members of the Investor Group and/or their Affiliates and Associates with respect to the shares of Common Stock now or hereafter owned by them or pursuant to this Agreement;

(f)                                   without the prior approval of the Board contained in a written resolution of the Board, (x) either directly or indirectly for itself or its Affiliates, or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or (y) except as set forth in the next sentence, in any way knowingly support, assist or facilitate any other person to effect or seek, offer or propose to effect, or cause or participate in, any (i) tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries or affiliates; (ii) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or affiliates, except for lawful acquisitions of Common Stock through the market or in privately negotiated acquisitions in the normal course of business, or (iii) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or affiliates.

4

(g)                                  make, or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the Company, its officers or its directors or any person who has served as an officer or director of the Company on or following the date of this Agreement: (i) in any document or report filed with or furnished to the SEC or any other governmental agency, (ii) in any press release or other publicly available format, or (iii) to any journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview).

Notwithstanding the foregoing or anything to the contrary herein, nothing in this Agreement shall in any way limit (i) the Investor Designee’s ability to fully participate and communicate freely with the Company’s other directors and committee members; or (ii) the Investor Group’s rights as a stockholder to freely vote its securities on any matter other than with respect to the election of directors (as to which the Investor Group shall comply with the terms hereof during the Effective Period).

4.                                      Board Policies and Procedures. The Investors agree that they shall cause the Investor Designee, and each of the Investor Designee and the that he shall, comply with all policies, processes, procedures, codes, rules, standards, and guidelines applicable to members of the Board, including, but not limited to, the Company’s Corporate Governance Guidelines, any Code of Conduct, and policies on insider trading, hedging, pledging, stock ownership, public disclosures and confidentiality as may be in effect from time to time (the “Policies”).  Copies of the existing Policies are publicly available or have been delivered to the Investor Designee prior to the execution of this Agreement, which the Investors acknowledge and confirm have been delivered to the Investor Designee. The Investor Group shall provide, and shall cause the Investor Designee to provide, the Company with such information as is reasonably requested by the Company concerning the Investor Designee, in each case as promptly as necessary to enable the timely filing of the Company’s proxy statement for the 2016 Annual Meeting and other periodic reports with the SEC during the Effective Period.