Extract to table

Sandra Trevelyan and Hugh Desmond Grayson (together, the "Pinnacle Harbor Nominees") for election to the Board of Directors of the Company (the "Board") at the Company's 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting"); WHEREAS, the Board's Special Committee (the "Special Committee"), composed of James "Jim" Delacroix (Chair), Carmen Vasquez, and Randall Morse, each of whom is an independent director of the Company, authorized the Company's engagement in discussions with the Investor Group regarding a potential cooperative resolution of the matters raised in the Nomination Notice, such authorization having been granted on January 20, 2023; WHEREAS, the Parties have engaged in good-faith discussions regarding the terms of a potential cooperative arrangement on January 30, 2023 and February 14, 2023, and the Parties desire to memorialize a framework for the Definitive Agreement to be negotiated in good faith and executed as promptly as practicable; and WHEREAS, this Term Sheet is not intended to be, and shall not constitute, a legally binding obligation of any Party, except with respect to the provisions set forth under "Section 13: Binding Provisions" below (relating to confidentiality and exclusivity), which shall be binding on each Party upon the exchange of signatures on this Term Sheet

The treatment of ordinary course hedging and derivative transactions that do not confer voting power over shares of Common Stock, including but not limited to total return swaps, contracts for differences, options, and similar instruments, shall be addressed in the Definitive Agreement

The Parties anticipate that economic-only positions that do not confer voting rights or dispositive power shall not count toward the Ownership Cap, subject to customary exceptions and limitations to be agreed upon

The appointment of the New Director shall be effective no later than April 1, 2023

The Company and Pinnacle Harbor shall each propose candidates for the New Director position

The Parties shall use good-faith efforts to reach agreement on the identity of the New Director no later than March 15, 2023, to facilitate appointment by April 1, 2023