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 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 and after Until the date hereof and until the Nomination Right Expiration Termination Date, each member of the Kanen Investor Group shall, and or shall cause each of its respective Affiliates and Associates 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 so that all shares of Common Stock owned of record or beneficially owned by each member of the Kanen Investor Group are counted present for quorum purposes and to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voted, vote all shares of Common Stock that are owned of record or beneficially owned by the Kanen Group it or its respective Affiliates and Associates, including shares hereafter acquired, solely on the Company’s proxy card or card, voting instruction form in favor of each of the nominees for election as directors nominated by the Board form, or consent card 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 recommendations as such recommendations of all matters recommended by the Board for stockholder approval are set forth in the applicable definitive proxy or consent statement of the Company filed in respect of such Stockholder Meeting with respect to (a) the election, removal, and/or replacement of directors, and against all matters that (b) any other proposal submitted to the Board recommends against stockholder approvalstockholders at a Stockholder Meeting; provided, however, that the members of the Investor Group shall be permitted to vote all or some of the shares of Common Stock that they beneficially own and over which they have voting power at such Stockholder Meeting in their sole discretion with respect to an Extraordinary Transaction; provided further, that to the event that either extent Institutional Shareholder Services Inc. (“ISS”) or Glass Glass, Lewis & Co. Co., LLC (“Glass Lewis”) issues a recommendation with respect to any matter (other than with respect to recommends otherwise, the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation member of the Board, the Kanen Investor Group shall have the right to may vote its their shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with either the ISS or Glass Lewis recommendation on such matter (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 election, removal, and/or replacement of directors to which this proviso shall not apply). The Investor Group will use commercially reasonable efforts (including by calling back loaned out shares) to ensure that the Investor Group has voting power for any and related voting instruction form being solicited all Common Stock owned by or the Investor Group on behalf of the Company or the Boardrecord date for each Stockholder Meeting. No later than five three (53) business days Business Days prior to the 2018 Annual Meeting and each Post-2018 Annual Stockholder Meeting held prior to the expiration Termination Date, each member of the Standstill PeriodInvestor Group shall, the Kanen Group and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by the Kanen Group such Investors in accordance with this Section 4(b)2. The Kanen Each member of the Investor Group shall not take represents and warrants to the Company that such member of the Investor Group, and any positionAffiliate or Associate thereof, make any statement has not, prior to or take any action inconsistent with this Section 4(b). For purposes on the date of this Agreement, “Opposition Matter” shall mean with respect to 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 mergerStock, stock purchaseexecuted or delivered any proxy, consent card, or otherwise); (C) voting instruction form or entered into any mergervoting agreement, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; or (E) any dissolution, liquidationcommitment, or reorganization; (F) similar arrangement with any changes in person with respect to the Company’s capital structure2024 Annual Meeting or any subsequent Stockholder 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.