Common use of Voting Commitment Clause in Contracts

Voting Commitment. From and after the date hereof and until the Nomination Right Expiration Date, the Kanen Group shall, and shall cause each of its Affiliates to, (i) appear at the 2018 Annual Meeting and each Post-2018 Annual Meeting or to otherwise cause all shares of Common Stock beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure.

Voting Commitment. From (a) During the Standstill Period (as defined below), each Legacy Director agrees to appear in person or by proxy at all annual and after special meetings of the date hereof and until the Nomination Right Expiration DateCompany’s stockholders (including, the Kanen Group shallwithout limitation, any other meeting held in lieu therefor; adjournments, postponements, reschedulings or continuations thereof, and shall cause each of its Affiliates to, (i) appear at the 2018 Annual Meeting and each Post-2018 Annual Meeting or to otherwise cause all shares of Common Stock beneficially owned any action by the Kanen Group stockholders by written consent in lieu of any such annual or special meeting) that take place during the Standstill Period, and to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card held of record or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Opposition Matter Beneficially Owned (as defined in Section 6 below) or Other Voting Recommendation (thereby as defined below), each of the proposals listed on record date for determining the Company’s proxy card stockholders entitled to vote at such meeting or voting instruction form as identified to consent to such action (and shall, upon receiving at least 10 calendar days’ advance notice of the record date, call back from loan any such shares in time prior to the Company’s definitive proxy statement or supplement thereto applicable record date to ensure such shares can be voted at such meeting) in accordance with the Board’s recommendationsrecommendations in connection with any (i) director elections, including in favor removals or replacements, and (ii) any other proposal submitted to the Company’s stockholders by either the Company or any stockholder of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approvalCompany; provided, however, that each Legacy Director shall be entitled to vote, or cause to be voted, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Boardhis sole discretion, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by held of record or Beneficially Owned thereby as of the Kanen Group record date for determining the stockholders entitled to vote at such meeting or to consent to such action in accordance excess of the number of shares of Common Stock set forth beside such Legacy Director’s name on Schedule O hereto (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(brespect to Common Stock). For purposes the avoidance of doubt, consistent with Section 6(a)(vi) herein, nothing in this Agreement, “Opposition Matter” Section 5 shall mean any preclude the Legacy Directors from selling Securities of the following transactions, but only to Company (as defined in Section 6 below) through open-market sale transactions on the extent submitted by Nasdaq or through a broker or dealer where the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all identity of the Companypurchaser is not known. (b) The Parties acknowledge that U▇▇▇▇’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes voting commitment obligations are set forth in the Company’s capital structure.November 3, 2022 Settlement Agreement between Urvan, the Company and S▇▇▇▇ ▇▇▇▇▇, as amended on November 22, 2022 and the Execution Date (as amended, the “Amended 2022 Settlement Agreement”) to read substantially as in the form of Exhibit G.

Voting Commitment. From and (a) Until the conclusion of the Company’s 2029 annual meeting of shareholders (the “Termination Date”), Sphinx shall cause all Sphinx Shares that it or any of its affiliates (including Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, his direct linear descendants, spouses, or members of their respective immediate families, together the “▇▇▇▇▇▇▇▇ Parties”) has the power to vote as of the record date of any meeting of stockholders of the Company occurring on or prior to the Termination Date (without prejudice to the right of Sphinx to dispose of some or all of the Sphinx Shares at any time prior to, on or after the date hereof Termination Date), to be present for quorum purposes and until the Nomination Right Expiration Date, the Kanen Group shall, and shall cause each of its Affiliates to, voted at such shareholder meeting (i) appear at the 2018 Annual Meeting and each Post-2018 Annual Meeting or to otherwise cause all shares of Common Stock beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees candidate for election as directors a director nominated or otherwise recommended by the Board, (ii) against any candidate for election as a director that is not nominated or otherwise recommended by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except iii) otherwise in connection with the Board’s recommendation on any Opposition Matter other proposal other than proposals (as defined belowA) or Other Voting Recommendation with respect to any Extraordinary Transaction (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”B) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter related party transaction to which the Company is a party, (other than C) with respect to any issuance of equity securities of the election Company (or any securities convertible into or exchangeable or exercisable for such securities), and/or (D) which adversely affect the rights of nominees common stockholders of the Company in a manner that is disproportionate to other stockholders of the Company. (b) Sphinx currently holds 100 shares of common stock of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Except as directors described in the immediately preceding sentence, Sphinx represents and warrants to the Board or the removal of directors from the Board) that is different from the recommendation Company that, as of the Boarddate hereof, the Kanen Group shall have ▇▇▇▇▇▇▇▇ Parties do not hold any common stock, preferred stock or warrants (collectively, “▇▇▇▇▇ Shipping Equity Interests”) in ▇▇▇▇▇ Shipping Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇”). Until the right to vote its shares conclusion of Common Stock on the Company▇▇▇▇▇ ▇▇▇▇▇▇▇▇’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation 2029 annual meeting of shareholders (the “Other Voting Recommendation▇▇▇▇▇ Shipping 2029 Annual Meeting”); , Sphinx shall cause all ▇▇▇▇▇ Shipping Equity Interests that the Economou Parties have the power to vote as of the record date of any meeting of stockholders of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ occurring on or prior to the ▇▇▇▇▇ Shipping 2029 Annual Meeting to be present for quorum purposes and voted at such shareholder meeting (i) in favor of each candidate for election as a director that is not nominated or otherwise recommended by the board of directors of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇ Shipping Board”) and (iii) otherwise in connection with the ▇▇▇▇▇ Shipping Board’s recommendation on any other proposal other than proposals (A) with respect to any Extraordinary Transaction (as defined below), (B) with respect to any related party transaction to which ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is a party, (C) not execute with respect to any proxy card issuance of equity securities of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or voting instruction form in respect of any securities convertible into or exchangeable or exercisable for such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Periodsecurities), the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; and/or (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes which adversely affect the rights of common stockholders of the ▇▇▇▇▇ Shipping in the Company’s capital structurea manner that is disproportionate to other stockholders of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Voting Commitment. From and after During the date hereof and until Standstill Period, to the Nomination Right Expiration Dateextent any Seller Affiliate beneficially owns shares of capital stock of the Company, the Kanen Group each Seller Affiliate shall, and shall cause each of its Affiliates to, appear in person or by proxy at each Stockholder Meeting and to vote all shares of voting stock of the Company beneficially owned by it and over which it has voting power as of the record date for such Stockholder Meeting (i) appear at in favor of the 2018 Annual Meeting and election of each Post-2018 Annual Meeting or nominee of the Board of Directors to otherwise cause all shares serve as directors on the Board of Common Stock beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; Directors, (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees against stockholder nominations for election as directors nominated by the Board that are not approved and recommended by the Board of Directors for election at any such meeting, (and not in favor of iii) against any other nominees proposals or resolutions to serve on the Board), and, except in connection with remove any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each member of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto Board of Directors, and (iv) in accordance with the Board’s recommendations, including in favor Board of Directors’ recommendations on all matters recommended by other proposals or business that may be the Board for subject of stockholder approval and against all matters action at the applicable Stockholder Meeting; provided that the Board recommends against stockholder approval; provided, however, (1) in the event that either Institutional Shareholder Services Inc. (“ISS”) or and Glass Lewis & Co. Co., LLC (“Glass Lewis”) issues make a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different differs from the recommendation of the BoardBoard of Directors with respect to any proposal submitted to the stockholders at any Stockholder Meeting (other than the election or removal of directors or changes to the size of the Board of Directors), the Kanen Group Seller Affiliates shall have the right be permitted to vote its the shares of Common Stock on capital stock beneficially owned by them at such Stockholder Meeting in accordance with such ISS and Glass Lewis recommendation for such proposal, and (2) the Seller Affiliates shall be permitted to vote in their sole discretion with respect to any Extraordinary Transaction that is submitted to a vote of the Company’s proxy card or stockholders. The Seller Affiliates shall take all commercially reasonable actions necessary (including by calling back any loaned-out shares) to ensure that the Seller Affiliates have voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect power for each share of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf capital stock of the Company or beneficially owned by them on the Board. No later than record date for each Stockholder Meeting; provided, that the Company shall use commercially reasonable efforts to provide the Seller Affiliates with at least five (5) business days prior Business Days’ written notice of the record date for each Stockholder Meeting during the Standstill Period (it being understood and agreed that if the Company fails to provide such notice, the obligations set forth in this Section 4.3 shall only apply to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration shares of capital stock of the Standstill Period, Company that the Kanen Group shall Seller Affiliates are entitled to vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreement, “Opposition Matter” shall mean any as of the following transactions, but only to the extent submitted by the Board to the Company’s stockholders record date for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwisesuch applicable Stockholder Meeting); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure.

Voting Commitment. From 2.1 The Selling Shareholder hereby represents and after confirms that at the date hereof of this Agreement it legally and until beneficially holds, and that at the Nomination Right Expiration DateRecord Date it legally and beneficially held, and that it has the power to exercise the voting rights attached to, the Kanen Group shall, and shall cause each of its Affiliates to, Subject Shares at the EGM. 2.2 The Selling Shareholder hereby undertakes (i) appear at to validly register the 2018 Annual Meeting Subject Shares and each Post-2018 Annual Meeting voting powers of attorney relating to the exercise of the voting rights attached to the Subject Shares prior to 16 June 2008 (the “Registration Date”) or any later date to otherwise cause all shares of Common Stock beneficially owned be set by the Kanen Group Company in the convening notice for any other EGM and to take any and all other measures, necessary or appropriate, to ensure that a representative of Staples or Staples Inc. will be counted as present thereat for purposes of establishing a quorum; able to represent the Selling Shareholder and can exercise the voting rights attached to the Subject Shares during any such EGM and (ii), without prejudice to sub paragraph (i) above and if deemed appropriate by Staples, with respect to any votes made at any EGM, to follow the written voting instructions of Staples with respect to the exercise of the votes attached to the Subject Shares and to vote, or cause to be voted, all shares of Common Stock beneficially owned the Subject Shares against the approval of the Lyreco Transaction or any and all elements thereof or relating thereto, including without limitation any resolution relating to the issue of securities by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except Company in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each the Lyreco Transaction. 2.3 The Selling Shareholder shall provide Staples with copies of all documentation evidencing the registrations of the proposals listed on Subject Shares with the Company’s proxy card or Company and copies of the voting instruction form as identified powers of attorney. 2.4 The Selling Shareholder shall grant an irrevocable voting power of attorney in the Company’s definitive proxy statement or supplement thereto form set out in Schedule 1 attached hereto, which shall be registered in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structureClause 2.

Voting Commitment. From Unless the Company has materially breached this Agreement and after failed to cure within five business days following receipt of written notice from the date hereof and until Icahn Group specifying such breach, at the Nomination Right Expiration Date2016 annual meeting of the Company’s shareholders (the “2016 Annual Meeting”), the Kanen Icahn Group shall, and shall cause each of its Affiliates to, (i) appear not, directly or indirectly, nominate directors or propose any other business for consideration by shareholders at the 2018 2016 Annual Meeting Meeting, (ii) (A) cause, in the case of all Voting Securities of the Company owned of record, and each Post-2018 Annual Meeting or to otherwise cause (B) instruct the record owner, in the case of all shares of Common Stock beneficially Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any controlled Affiliates of the Kanen members of the Icahn Group (such controlled Affiliates, collectively and [[NYCORP:3578672v12:4754W: 01/28/2016--02:10 PM]] individually, the “Icahn Affiliates”), in each case as of the record date for the 2016 Annual Meeting, in each case that are entitled to vote at the 2016 Annual Meeting, to be counted as present thereat for quorum purposes of establishing a quorum; (ii) vote, or cause and to be voted, at the 2016 Annual Meeting or at any adjournments or postponements thereof (x) for all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Current Board for election at the 2016 Annual Meeting and recommended (y) against any directors proposed that are not nominated by the Current Board for election at the 2016 Annual Meeting, (and not iii) not, directly or indirectly, solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities of the Company, or become a “participant” (as such term is defined in favor Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any “solicitation” of any proxy, consent or other nominees authority (as such terms are defined under the Exchange Act) to serve on vote or withhold from voting any Voting Securities of the Board)Company (other than such encouragement, and, except advice or influence that is consistent with the Company management’s recommendation in connection with such matter) and (iv) not, directly or indirectly, encourage, advise or influence any Opposition Matter (as defined below) other person or Other Voting Recommendation (as defined below)assist any third party in so encouraging, each of the proposals listed on the Company’s proxy card assisting or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to influencing any matter (other than person with respect to the election giving or withholding of nominees as directors any proxy, consent or other authority to the Board vote or the removal in conducting any type of directors from the Board) referendum (other than such encouragement, advice or influence that is different from consistent with the Company management’s recommendation of in connection with such matter). Except as provided in the Boardforegoing sentence, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Icahn Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreementbe restricted from voting “For”, “Opposition MatterAgainst” shall mean or “Abstaining” from any of other proposals at the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure2016 Annual Meeting.

Voting Commitment. From Unless the Company has materially breached this Agreement and after failed to cure within five business days following receipt of written notice from the date hereof and until Icahn Group specifying such breach, at the Nomination Right Expiration Date2016 annual meeting of the Company’s shareholders (the “2016 Annual Meeting”), the Kanen Icahn Group shall, and shall cause each of its Affiliates to, (i) appear not, directly or indirectly, nominate directors or propose any other business for consideration by shareholders at the 2018 2016 Annual Meeting Meeting, (ii) (A) cause, in the case of all Voting Securities of the Company owned of record, and each Post-2018 Annual Meeting or to otherwise cause (B) instruct the record owner, in the case of all shares of Common Stock beneficially Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any controlled Affiliates of the Kanen members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), in each case as of the record date for the 2016 Annual Meeting, in each case that are entitled to vote at the 2016 Annual Meeting, to be counted as present thereat for quorum purposes of establishing a quorum; (ii) vote, or cause and to be voted, at the 2016 Annual Meeting or at any adjournments or postponements thereof (x) for all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Current Board for election at the 2016 Annual Meeting and recommended (y) against any directors proposed that are not nominated by the Current Board for election at the 2016 Annual Meeting, (and not iii) not, directly or indirectly, solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities of the Company, or become a “participant” (as such term is defined in favor Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any “solicitation” of any proxy, consent or other nominees authority (as such terms are defined under the Exchange Act) to serve on vote or withhold from voting any Voting Securities of the Board)Company (other than such encouragement, and, except advice or influence that is consistent with the Company management’s recommendation in connection with such matter) and (iv) not, directly or indirectly, encourage, advise or influence any Opposition Matter (as defined below) other person or Other Voting Recommendation (as defined below)assist any third party in so encouraging, each of the proposals listed on the Company’s proxy card assisting or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to influencing any matter (other than person with respect to the election giving or withholding of nominees as directors any proxy, consent or other authority to the Board vote or the removal in conducting any type of directors from the Board) referendum (other than such encouragement, advice or influence that is different from consistent with the Company management’s recommendation of in connection with such matter). Except as provided in the Boardforegoing sentence, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Icahn Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreementbe restricted from voting “For”, “Opposition MatterAgainst” shall mean or “Abstaining” from any of other proposals at the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure2016 Annual Meeting.

Voting Commitment. From The Shareholder hereby covenants and after agrees in favour of Fortuna that, from the date hereof and time that all of the conditions in paragraph 1 are satisfied until the Nomination Right Expiration Datetermination of this letter agreement in accordance with paragraph 4, the Kanen Group shall, and shall cause each of its Affiliates to, except as permitted by this letter agreement: (ia) appear at the 2018 Annual Meeting and each Post-2018 Annual Meeting special meeting of shareholders of the Company (including any adjournment or postponement thereof) to otherwise approve the Arrangement (the “Company Meeting”) or in any other circumstances in which a vote, consent or other approval of securityholders of the Company (including by written consent in lieu of a meeting) with respect to the Arrangement Resolution is sought, we will cause all shares of Common Stock beneficially owned by the Kanen Group our Subject Shares to be counted as present thereat for purposes of establishing a quorum; quorum and will vote (ii) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form ) our Subject Shares (i) in favor of each favour of the nominees for election as directors nominated by approval of the Board Arrangement Resolution, and recommended by the Board (and not ii) in favor favour of any other nominees to serve on matter necessary for the Board), and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each consummation of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended transactions contemplated by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. Arrangement Agreement; (“ISS”b) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No no later than five (5) business calendar days prior to the 2018 Annual date of the Company Meeting the Shareholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Company's circular for the Company Meeting (the "Company Circular") with a copy to Fortuna concurrently with such delivery, a duly executed proxy or proxies or voting instructions directing the holder of such proxy or proxies or voting instructions to vote the Shareholder's Subject Shares in the manner provided in paragraph 2(a). Such proxy or proxies or voting instructions shall name those individuals as may be designated by the Company in the Company Circular and each Post-2018 Annual Meeting held such proxy or proxies or voting instructions will not be revoked without the written consent of Fortuna unless this letter agreement is terminated in accordance with paragraph 4 prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions, but only Company Meeting; and (c) to the extent submitted by the Board we hold any Subject Shares, we will vote (or cause to the Company’s stockholders for approval: (Abe voted) the sale our Subject Shares against any proposal, offer or transfer of bid from a party other than Fortuna or its affiliates to acquire all or substantially all part of the Company’s assets in one Common Shares (a “Competing Offer”) and/or any matter that would reasonably be expected to delay, prevent or a series of transactions; (B) frustrate the sale or transfer of a majority successful completion of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structureArrangement.

Voting Commitment. From and after (a) Prior to the date hereof and until the Nomination Right Expiration Termination Date, the Kanen Group Investors shall, and or shall cause each of its Affiliates their Representatives to, (i) appear in person or by proxy at the 2018 Annual each Stockholder Meeting and each Post-2018 Annual Meeting or to otherwise cause vote all shares of Common Stock beneficially owned by the Kanen Group to be counted as present thereat for purposes of establishing a quorum; Investors and over which they have voting power (iithe “Investor Shares”) vote, or cause to be voted, all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, as such recommendations are set forth in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation applicable definitive proxy statement filed in connection with such Stockholder Meeting, with respect to (i) any matter proposal to elect as directors M▇. ▇▇▇▇▇▇, the Company’s chief executive officer, B▇▇▇▇ ▇▇▇▇▇▇, G▇▇▇▇ ▇▇▇▇▇▇▇, C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, E▇▇ ▇▇▇▇▇▇▇▇ and two additional persons to be selected by the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”) to fill the vacancies created by the resignations of D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and K▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or, if any of the foregoing persons are not able to serve as a director, any replacement selected by the Nominating Committee, provided that such proposal shall be consistent with the terms of this Agreement; and (ii) a proposal submitted to the stockholders to increase the number of authorized shares of Common Stock that may be granted as awards under the Company’s 2017 Omnibus Incentive Plan by up to 4,000,000 shares of Common Stock. For the avoidance of doubt, the Investors shall take all actions necessary (including by calling back loaned out shares) to ensure they have the voting power for each share beneficially owned by them on the record date for each Stockholder Meeting. (b) The Investors hereby appoint the Company and any designee of the Company, and each of them individually, until the Termination Date (at which time this proxy shall automatically be revoked), its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote the Investor Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Investors under Section 3(a) of this Agreement. The Investors shall take such further action or execute such other than instruments as may be necessary to effectuate the intent of this proxy and power of attorney. This proxy and power of attorney granted by the Investors in accordance with Section 3(a) shall be irrevocable until the Termination Date, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Investors with respect to the election Investor Shares. The power of nominees as directors to attorney granted by the Investors herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of M▇. ▇▇▇▇▇▇. (c) Promptly following the execution of this Agreement and no later than during the Company’s first open trading window following such execution, the Board or shall initiate a share repurchase program pursuant to which the removal Company shall purchase a minimum of directors from the Board) that is different from the recommendation of the Board, the Kanen Group shall have the right to vote its 3,000,000 shares of Common Stock on Stock. For the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect avoidance of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of doubt, nothing herein shall require the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration make repurchases of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes outside of this Agreement, “Opposition Matter” shall mean any Rule 10b-18 of the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale Exchange Act or transfer when it is reasonably believes it may be in possession of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structurematerial non-public information.

Voting Commitment. From Unless the Company has materially breached this Agreement and after failed to cure within five business days following receipt of written notice from the date hereof and until Icahn Group specifying such breach, at the Nomination Right Expiration Date2016 annual meeting of the Company’s shareholders (the “2016 Annual Meeting”), the Kanen Icahn Group shall, and shall cause each of its Affiliates to, (i) appear not, directly or indirectly, nominate directors or propose any other business for consideration by shareholders at the 2018 2016 Annual Meeting Meeting, (ii) (A) cause, in the case of all Voting Securities of the Company owned of record, and each Post-2018 Annual Meeting or to otherwise cause (B) instruct the record owner, in the case of all shares of Common Stock beneficially Voting Securities of the Company Beneficially Owned but not owned of record, directly or indirectly, by it, or by any controlled Affiliates of the Kanen members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), in each case as of the record date for the 2016 Annual Meeting, in each case that are entitled to vote at the 2016 Annual Meeting, to be counted as present thereat for quorum purposes of establishing a quorum; (ii) vote, or cause and to be voted, at the 2016 Annual Meeting or at any adjournments or postponements thereof (x) for all shares of Common Stock beneficially owned by the Kanen Group on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Current Board for election at the 2016 Annual Meeting and recommended (y) against any directors proposed that are not nominated by the Current Board for election at the 2016 Annual Meeting, (and not iii) not, directly or indirectly, solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non­ binding) with respect to, or from the holders of, the Voting Securities of the Company, or become a “participant” (as such term is defined in favor Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any “solicitation” of any proxy, consent or other nominees authority (as such terms are defined under the Exchange Act) to serve on vote or withhold from voting any Voting Securities of the Board)Company (other than such encouragement, and, except advice or influence that is consistent with the Company management’s recommendation in connection with such matter) and (iv) not, directly or indirectly, encourage, advise or influence any Opposition Matter (as defined below) other person or Other Voting Recommendation (as defined below)assist any third party in so encouraging, each of the proposals listed on the Company’s proxy card assisting or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters that the Board recommends against stockholder approval; provided, however, in the event that either Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co. (“Glass Lewis”) issues a recommendation with respect to influencing any matter (other than person with respect to the election giving or withholding of nominees as directors any proxy, consent or other authority to the Board vote or the removal in conducting any type of directors from the Board) referendum (other than such encouragement, advice or influence that is different from consistent with the Company management’s recommendation of in connection with such matter). Except as provided in the Boardforegoing sentence, the Kanen Group shall have the right to vote its shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to the 2018 Annual Meeting and each Post-2018 Annual Meeting held prior to the expiration of the Standstill Period, the Kanen Group shall vote any shares of Common Stock beneficially owned by the Kanen Group in accordance with this Section 4(b). The Kanen Icahn Group shall not take any position, make any statement or take any action inconsistent with this Section 4(b). For purposes of this Agreementbe restricted from voting “For”, “Opposition MatterAgainst” shall mean or “Abstaining” from any of other proposals at the following transactions, but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure2016 Annual Meeting.