Page 6 of 8 – SEC Filing
| · | Effective immediately following the execution of the Amended and Restated Cooperation Agreement, Mr. Freeman shall be entitled to interview the final candidate for appointment as the next member of the Board as part of the Issuer’s current search for a new director with pharmacy and healthcare industry experience, and whom the Issuer has agreed shall not be appointed prior to Mr. Freeman’s appointment to the Board; |
| · | During the Cooperation Period, Alden has certain replacement rights in the event that any of the Alden Designees cease to be a director during the Cooperation Period, subject to certain conditions, including Alden maintaining certain levels of ownership of the Issuer’s Shares; |
| · | If at any time during the Cooperation Period, Alden fails to satisfy the 10% Ownership Threshold, Alden shall designate one or more Alden Designees who shall immediately resign from the Board and all committees thereof such that there is only one remaining Alden Designee on the Board (unless there is only one Alden Designee on the Board at such time), and if Alden fails to satisfy the 5% Ownership Threshold at any time during the Cooperation Period, any remaining Alden Designee shall immediately resign from the Board and all committees thereof; |
| · | During the Cooperation Period, Alden shall abide by certain customary standstill provisions, which generally prohibit Alden from taking specified actions with respect to the Issuer and its securities, including, among others: (i) nominating or recommending for nomination any person for election as a director of the Issuer or submitting any stockholder proposal for consideration at any meeting of stockholders; (ii) initiating, encouraging or participating in any “withhold” or similar campaign with respect to any meeting of stockholders or any solicitation of written consents of stockholders; (iii) soliciting or participating in the solicitation of proxies; (iv) joining any “group” or becoming party to any voting arrangement or agreement; or (v) making stockholder proposals or offers with respect to mergers, acquisitions and other business combinations; |
| · | During the Cooperation Period, Alden shall appear in person or by proxy at any meeting of stockholders and vote all Shares beneficially owned by it in accordance with the Board’s recommendations with respect to (i) the election or removal of directors, (ii) the ratification of the appointment of the Issuer’s independent registered public accounting firm, (iii) the Issuer’s “say-on-pay” proposal and (iv) any other proposal to be submitted to the stockholders; provided, however, that in the event that both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or stockholder proposal (other than proposals relating to the election of directors), Alden is permitted to vote in accordance with the ISS and Glass Lewis recommendations; provided, further, that Alden is permitted to vote in its discretion on any Issuer proposal regarding any Extraordinary Transaction or Equity Issuance (other than any Equity Issuance pursuant to any compensation plan, program, policy, contract or arrangement approved by the Board (a “Compensation Equity Issuance”)); provided, even further, that with respect to any Issuer proposal regarding a Compensation Equity Issuance, (a) if either ISS or Glass Lewis recommend in favor of such Compensation Equity Issuance, Alden must vote in accordance with the Board’s recommendations, and (b) if both ISS and Glass Lewis recommend otherwise with respect to such Compensation Equity Issuance, Alden is permitted to vote in its discretion; and |
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