Extract to table

Any Standstill Period shorter than eighteen (18) months shall require the prior approval of the Special Committee before being offered or agreed to by the Authorized Representatives

Any settlement agreement shall include a provision limiting Pinnacle Harbor's beneficial ownership of Common Stock during the Standstill Period to a level not to exceed 9

The Authorized Representatives may discuss the potential appointment of one (1), but not more than one (1), new independent director to the Board as part of a Settlement, subject to the following conditions and limitations: (i) Any such director must be mutually agreeable to both the Company and Pinnacle Harbor and must satisfy all applicable independence requirements under the listing standards of the NASDAQ Global Select Market, the rules and regulations of the SEC, and the Company's Corporate Governance Guidelines; (ii) Such director shall not be either of the two individuals nominated by Pinnacle Harbor in the Nomination Notice — that is, such director shall not be Dr

Sandra Trevelyan or Hugh Desmond Grayson — and shall not be a current officer, employee, or insider of the Company; (iii) Such director shall not be a current officer, employee, director, partner, member, or consultant of Pinnacle Harbor Capital Partners, LP, Pinnacle Harbor Capital Management, LLC, or any of their affiliates, and shall not have any material financial or personal relationship with Viktor S

Kessler, Nadia Johar, or any other principal of Pinnacle Harbor that would compromise such director's independence from Pinnacle Harbor; (iv) The selection process for any such mutually agreeable director shall be managed jointly by the Chair of the Special Committee and such representative of Pinnacle Harbor as may be designated by Pinnacle Harbor, with the Company's Nominating and Corporate Governance Committee retaining the right to evaluate and approve any candidate before the candidate is presented to the full Board for consideration; and (v) Any appointment of a new director pursuant to a Settlement shall be subject to the approval of the full Board of Directors, in the exercise of its fiduciary duties, and the Authorized Representatives shall not make any binding commitment regarding board composition without such Board approval; (d) Strategic Review of Interactive Gaming Division

The Authorized Representatives may agree, as part of a Settlement, that the Company will conduct an internal review of the strategic alternatives available with respect to the Interactive Gaming Division (the "Strategic Review"), subject to the following conditions and limitations: (i) The Strategic Review shall be conducted over a period not to exceed one hundred twenty (120) calendar days from the date of execution of a definitive settlement agreement; (ii) The Board of Directors shall retain full and sole discretion over the scope, methodology, participants, conclusions, and any actions resulting from or taken in connection with the Strategic Review, and the Company shall have no obligation to pursue any particular transaction, restructuring, or strategic alternative as a result of the Strategic Review; (iii) The Company shall have no obligation to share, disclose, or otherwise communicate the findings, conclusions, analyses, or recommendations arising from the Strategic Review with Pinnacle Harbor or any of the PHCP Parties, except to the extent required by applicable law or regulation, or as the Board may determine in its sole discretion to be in the best interests of the Company and its stockholders; and (iv) Pinnacle Harbor shall acknowledge in any definitive settlement agreement that the Strategic Review is being undertaken by the Company in the exercise of its independent business judgment and that the Company's agreement to conduct the Strategic Review shall not create any legal, contractual, or fiduciary obligation to pursue any particular outcome or transaction; (e) Withdrawal of Nominations