Common use of Board Declassification Clause in Contracts

Board Declassification. (i) The Board and all applicable committees of the Board shall take all necessary actions to seek the approval of the Company’s stockholders at the 2022 Annual Meeting of an amendment to the Charter to declassify the structure of the Board (the “Declassification Proposal”) such that, if approved by the Company’s stockholders in accordance with the Charter, the Bylaws and the DGCL, then (A) the Company’s Class II directors (including ▇▇. ▇’▇▇▇▇▇) with terms expiring at the 2022 Annual Meeting shall stand for election at such meeting and subsequent annual meetings for one-year terms expiring at the next annual meeting of stockholders, (B) the Company’s Class III directors with terms expiring at the 2023 Annual Meeting shall stand for election at such meeting and subsequent annual meetings for one-year terms expiring at the next annual meeting of stockholders and (C) the Company’s Class I directors with terms expiring at the 2024 annual meeting of stockholders shall stand for election at such meeting and subsequent annual meetings for one-year terms expiring at the next annual meeting of stockholders, and in each case as to clauses (A), (B) and (C), until each such director’s successor is duly elected and qualified. (ii) The Board shall recommend in favor of, and use its reasonable best efforts to solicit stockholder approval of the Declassification Proposal at the 2022 Annual Meeting and to have all directors and executive officers of the Company vote all shares beneficially owned by them and over which they have voting control in favor of the Declassification Proposal. Without limiting the foregoing, the Company agrees to (x) engage a nationally recognized proxy solicitor on reasonable and customary terms to solicit stockholder approval of the Declassification Proposal and (y) to adjourn the 2022 Annual Meeting for up to two (2) weeks (with the length of any such adjournment to be determined by the Company in reasonable consultation with the Engaged Group and consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the 2022 Annual Meeting at least 66-2/3% of the outstanding Common Stock has not voted in favor of the Declassification Proposal.