SpringOwl Activist Presentation Deck

Corporate Governance Board & Committee Summary Full Board Audit Compensation Nominating Independence 78% 100% 100% 100% Chairman classification Separate chair/CEO Independent lead director Voting standard Plurality carveout for contested elections Resignation policy Total director ownership (000 shares) Total director ownership (%) Percentage of directors owning stock Number of directors attending < 75% of meetings Number of directors on excessive number of outside boards Average director age Average director tenure Percentage of women on board Members 9 3 2 2 Note: As of: 01 Apr 2015 Source: ISS Proxy Advisory Services SpringOwl! Asset Management LLC Meetings 22 0 Independent Outsider Yes N/A Majority Yes Yes 74,515 7.5 100% 1 13 13 10 58 years 2 years 33% Shareholder Rights Summary Controlled company Classified board Dual-class stock Vote standard for mergers/acquisitions Vote standard for charter/bylaw amendment Shareholder right to call special meetings Material restrictions on right to call special meetings Shareholder right to act by written consent Cumulative voting B authorized to issue blank-check preferred stock Poison pill No No No Majority Majority Yes, 25% Yes No No Yes No Confidential | For Discussion Purposes Only | 95

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