ISS Special Situations Research Contentious Pipeline April 2018 Coverage  United Technologies Corp.  Famous Dave's of America, Inc.  Avis Budget Group, Inc.  Telaria, Inc. NorthProxy America Contests - North  Cincinnati Bell, Inc.  Health Insurance Innovations  Ben Franklin Financial Beyond This Month America  MutualFirst Financial, Inc.   Papa Murphy's Holdings, Inc.  Viridium Pacific Group Ltd. Resolved  Penn Virginia Corp.  Newell Brands, Inc.  The China Fund, Inc.  OHA Investment Corp.  Nuveen Srt Drn Cdt Oppo Fund  Monotype Imaging Holdings  Wynn Resorts, Ltd.  Alder BioPharmaceuticals, Inc.  Hawthorn Bancshares, Inc.  Lennar Corp.  Bemis Company, Inc.  Macquarie Infrastructure Corp.  Bunge Limited  Rent-A-Center, Inc.  Keweenaw Land Association  Energen Corp.  Brightcove, Inc.  RLJ Lodging Trust  Aqua Metals, Inc.  Colorado Resources Ltd.  QTS Realty Trust  HopFed Bancorp, Inc.  GenMark Diagnostics, Inc.  Ladder Capital Corp.  The Taiwan Fund, Inc.  Ryman Hospitality Properties  Avon Products, Inc.  Potbelly Corp.  Alaska Communications  Asbury Automotive Group, Inc.  Tenet Healthcare Corp.  Babcock & Wilcox Enterprises  HomeStreet, Inc.  Insignia Systems, Inc.  Kaman Corp. This Month  Team, Inc.  Good Times Restaurants, Inc.  Acacia Research Corp.  AES Corp.  Crescent Point Energy Corp.  Progress Software Corp.  The Goldfield Corp.  UFP Technologies, Inc.  Wayne Savings Bancshares, Inc.  Lattice Semiconductor Corp.  Whitestone REIT  Navient Corp.  athenahealth, Inc.  Honeywell International, Inc.  Turquoise Hill Resources Ltd.  tronc, Inc.  Crius Energy Trust  Radisys Corp.  Repro Med Systems, Inc.  Horizon Global Corp.  Cars.com, Inc.  J. Alexander's Holdings, Inc.  Cadiz, Inc.  Ingles Markets, Inc.  Alexion Pharmaceuticals, Inc.  The Chefs' Warehouse, Inc.  Pinnacle Foods, Inc.  Vitamin Shoppe, Inc.  Bloomin' Brands, Inc.  Energy, Inc.  Intrusion, Inc.  Spark Therapeutics, Inc.  AmBase Corp.  Connecture, Inc.  Dean Foods Company  Basic Energy Services, Inc.  Taubman Centers, Inc.  Aegean Marine Petroleum  DowDuPont, Inc.  The E.W. Scripps Company  Jones Energy, Inc.  SPS Commerce, Inc.  NTN Buzztime, Inc.  Consolidated-Tomoka Land Co.  Build-A-Bear Workshop, Inc.  Carrizo Oil & Gas, Inc.  Ironwood Pharmaceuticals, Inc.  PDL BioPharma, Inc.  Gulf Island Fabrication, Inc.  Obsidian Energy Ltd.  AtriCure, Inc.  Streamline Health Solutions  Gogo, Inc.  Diebold Nixdorf, Inc.  Telos Corp.  MB Bancorp Inc.  Immersion Corp.  Bandag, Inc.  CapStar Financial Holdings, Inc.  Zenyatta Ventures Ltd.  Cortland Bancorp  Akamai Technologies, Inc.  Forest City Realty Trust, Inc.  Putnam High Inc Sec Fund  Front Yard Residential Corp.  Lowe's Companies, Inc. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com The Contentious Pipeline is designed to help clients monitor potentially contentious shareholder events. It is Contacts not intended to be an exhaustive list of every potential contentious situation; some situations referenced may no longer be contentious, and all dates are estimates and subject to change. Comments are derived Cristiano Guerra Nelson Seraci from public sources and do not reflect the views of ISS. In no way should the contents herein be interpreted Phone: +1301.556.0417 Phone: +32 (2) 566-1128 as an indication of ISS' likely vote recommendation on any particular situation. [email protected] [email protected] Coverage  MabVax Therapeutics Holdings  The Swiss Helvetia Fund, Inc.  SuperValu, Inc. InternationalProxy Contests - NorthMergers America - North  Glance Technologies, Inc.  DIRTT Environmental Solutions  Spok Holdings, Inc. International America  School Specialty, Inc.  MusclePharm Corp.  Alexandria Minerals Corp.  Resonant, Inc.  Acorda Therapeutics, Inc.  Long Blockchain Corp. Resolved Resolved  Performant Financial Corp.  Hill International, Inc.  Delaware Enhcd Dvd Inc Fund  Smith & Nephew plc  Kindred Healthcare, Inc.  Alteryx, Inc.  Robix Environmental Tech  Harte Hanks, Inc.  Icade  Amber Road, Inc.  DAVIDsTEA, Inc.  Calmare Therapeutics, Inc.  Commvault Systems, Inc.  BRF SA This Month  Xerium Technologies, Inc.  A10 Networks, Inc.  Madison Cvd Call Eq Strat Fund  Bezeq Israeli Telecom Corp.  USG Corp.  Spanish Broadcasting System  Envision Healthcare Corp.  Determine, Inc.  Retelit SpA  NXP Semiconductors NV  Travelport Worldwide Limited  PLx Pharma, Inc.  STRATA Skin Sciences, Inc. This Month  Destination Maternity Corp.  Alcentra Capital Corp.  Resolute Energy Corp.  Madison Strat Sect Prem Fund  Telecom Italia SpA Beyond This Month  Hess Corp.  Safeguard Scientifics, Inc.  Oxford Lane Capital Corp.  Latecoere  Globalstar, Inc.  Atlantic Power Corp.  StoneMor Partners LP  PolarityTE, Inc.  Pershing Square Holdings Ltd.  The Finish Line, Inc.  New York & Company, Inc.  Gener8 Maritime, Inc.  Seagate Technology plc  Hyundai Motor Co.  GGP, Inc.  ViewRay, Inc.  Wheeler REIT  Altaba, Inc. Beyond This Month  Dell Technologies, Inc.  Antero Resources Corp.  The Macerich Company  FieldPoint Petroleum Corp.  Wienerberger AG  Layne Christensen Company  Finjan Holdings, Inc.  Command Center, Inc.  China Auto Logistics, Inc.  plc  Nordstrom, Inc.  Rockwell Medical, Inc.  Track Group, Inc.  Managed Drn Inv Gr Muni Fnd  MMC Norilsk Nickel PJSC  LaSalle Hotel Properties  The ONE Group Hospitality, Inc.  HopTo, Inc.  Towerstream Corp.  Arcturus Therapeutics Ltd.  UTStarcom Holdings Corp.  Aberdeen Japan Equity Fund  Coastway Bancorp, Inc.  Bravo Brio Restaurant Group  Mellanox Technologies, Ltd.  Viacom, Inc.  BioDelivery Sciences Intl, Inc.  uSell.com, Inc.  WSI Industries, Inc.  Gloo Networks plc  Perry Ellis International, Inc.  SLM Corp.  Spectrum Brands Holdings, Inc.  Actuant Corp.  plc  SandRidge Energy, Inc.  Natus Medical, Inc.  ICTV Brands, Inc.  Geospace Technologies Corp.  BHP Billiton  Maritime Resources Corp.  Rubicon Technology, Inc.  National CineMedia, Inc.  Greif, Inc.  thyssenkrupp AG  Connecticut Water Service, Inc.  , Inc.  Xerox Corp.  Ecology and Environment, Inc.  Koninklijke Ahold Delhaize NV  Sinovac Biotech Ltd.  Apogee Enterprises, Inc.  ILG, Inc.  Digirad Corp.  plc  BioCryst Pharmaceuticals, Inc.  InfuSystem Holdings, Inc.  Ximen Mining Corp.  Owens-Illinois, Inc.  Microwave Filter Company, Inc.  RAIT Financial Trust  Navigant Consulting, Inc.  Cherokee, Inc.  SITO Mobile, Ltd.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com The Contentious Pipeline is designed to help clients monitor potentially contentious shareholder events. It is Contacts not intended to be an exhaustive list of every potential contentious situation; some situations referenced may no longer be contentious, and all dates are estimates and subject to change. Comments are derived Cristiano Guerra Nelson Seraci from public sources and do not reflect the views of ISS. In no way should the contents herein be interpreted Phone: +1301.556.0417 Phone: +32 (2) 566-1128 as an indication of ISS' likely vote recommendation on any particular situation. [email protected] [email protected] Coverage

InternationalMergers - International

Resolved  TDC A/S  BancTec, Inc. This Month  Ablynx NV  Yoox Net-A-Porter Group SpA  Westfield Corp.  Fidessa group plc Beyond This Month  Intu Properties plc  NH Hotel Group SA  Shire plc  Hammerson plc  Group plc  Firstgroup plc  Gemalto  Sky plc  XL Group  Abertis Infraestructuras SA  Fortis Healthcare Limited

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com The Contentious Pipeline is designed to help clients monitor potentially contentious shareholder events. It is Contacts not intended to be an exhaustive list of every potential contentious situation; some situations referenced may no longer be contentious, and all dates are estimates and subject to change. Comments are derived Cristiano Guerra Nelson Seraci from public sources and do not reflect the views of ISS. In no way should the contents herein be interpreted Phone: +1301.556.0417 Phone: +32 (2) 566-1128 as an indication of ISS' likely vote recommendation on any particular situation. [email protected] [email protected] ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/28/2018 ISS recommendsNULL for 2 of 3 dissident nominees. Lennar Corp. (LEN) 2/28/2018 Company issuesNULL public letter to shareholders opposing Cornwall Activist: GAMCO candidates. Meeting: 4/11/2018 Confirmed 2/26/2018 Cornwall and companyNULL file proxy statements. 3/20/2018 GAMCO (10.1%)NULL amends 13D, discloses March 20 letter to ISS 2/20/2018 Company issuesNULL press release opposing Cornwall candidates and discussing its current shareholder proposal for annual 1% defending current strategy, including planned REIT conversion reduction of B shares. Says reduction in B shares would help and other items. facilitate reduced spread between classes. 1/30/2018 Cornwall announcesNULL nomination of 3 director candidates for 3/16/2018 ISS recs againstNULL GAMCO proposal. election at 2018 AGM. In addition to present Cornwall 2/28/2018 Company files definitiveNULL proxy, includes GAMCO proposal for incumbents James Mai and Jan Loeb, election of 3 new annual 1% conversion of Class B to Class A common stock. designees will allot Cornwall control (5 of 8 seats). 1/9/2018 GAMCO amendsNULL 13D, reports 10.2% stake. 12/27/2016 Board expandedNULL to 8 and Jan Loeb appointed pursuant to agreement, standstill with Cornwall Capital (26%). Special 11/3/2017 GAMCO (10.8%)NULL amends 13D, discloses copy of proposal for committee to review strategic options including equity 2018 AGM requesting shareholders be allowed to annually recapitalization or sale of the company. Stifel will advise. covert 1% of outstanding class B into class A shares. 8/2/2017 GAMCO (10.9%)NULL files amended 13D, will discuss potential 2018 Colorado Resources Ltd. (CXO) stockholder proposal requesting conversion rights for class B Activist: Adam Travis shares. May discuss additional alternatives to eliminate B share discount. Meeting: 4/17/2018 Confirmed 4/17/2018 In addition to theNULL four nominees being elected to the board, Nuveen Srt Drn Cdt Oppo Fund (JSD) Alastair Still, Director, Corporate Development at Goldcorp Inc., Activist: Karpus Management joined the board. Meeting: 4/11/2018 Confirmed 4/11/2018 Company announcesNULL settlement with dissident. Dissident nominees Bryan Wilson and Patrick Soares, and management 2/14/2018 Karpus ManagementNULL (67.53%) files 13D, reserves the right to nominees CEO Robert Shaw and Cecil Bond were to be elected at contact the company to express concerns. the upcoming meeting. 3/28/2018 Company announcesNULL independent fairness opinion on Keweenaw Land Association (KEWL) terminated transaction with Damara; board confirms no future Activist: Cornwall Capital deal with Damara on Kinaskan-Castle Property. Meeting: 4/12/2018 Confirmed 3/22/2018 Carl Hering stepsNULL down from the board. 4/18/2018 Cornwall's 3 nomineesNULL elected at AGM. 3/19/2018 Company files proxyNULL circular.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 1 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/14/2018 Dissident files proxyNULL circular. 3/2/2018 Company files definitiveNULL proxy, includes GAMCO proposal for tax- deferred spin-off. 3/13/2018 Company receivesNULL advance notice nomination. 11/1/2017 GAMCO (17.9%)NULL officially requests management include a 3/6/2018 Dissident proposesNULL new slate of directors. proposal at 2018 AGM to spin off company's distribution 2/21/2018 Company announcesNULL appointment of new President and CEO. business or its aerospace business into a separate, public company. 12/15/2017 Company and DamaraNULL terminate option to acquire Kinaskan- Castle Property. 9/28/2017 GAMCO (17.8%)NULL amends 13D. Will submit a shareholder proposal for the company to separate its distribution segment at 11/20/2017 Damara Gold Corp.NULL options Kinaskan-Castle Cu-Au project in the the 2018 AGM. Golden Triangle.

The Taiwan Fund, Inc. (TWN) AES Corp. (AES) Activist: City of London Investment Mgmt Activist: ValueAct Capital 4/19/2018 Confirmed Meeting: 4/17/2018 Confirmed Meeting: 3/9/2018 Company files definitiveNULL proxy. 3/13/2018 Fund files definitiveNULL proxy. 1/17/2018 Company announcesNULL appointment of ValueAct (<1%) founder 11/6/2017 City of London NULL(42.8%) amends 13D, discloses letter to board Jeff Ubben to board, plus audit and comp committees. citing concerns regarding discount to NAV and investment Bloomberg reports Ubben to help company achieve major reorg performance. and pivot from coal to renewables.

Asbury Automotive Group, Inc. (ABG) Wayne Savings Bancshares, Inc. (WAYN) Activist: Abrams Capital Management Activist: Joseph Stilwell Meeting: 4/18/2018 Confirmed Meeting: 4/20/2018 Confirmed 3/15/2018 Abrams CapitalNULL Management (5.2%) files 13D, expresses concern 4/24/2018 Company disclosesNULL vote results; management nominees with governance due to the circumstances surrounding the reelected, though dissident candidate obtained support from resignation of director Scott Thompson. Will seek discussions approximately 38% of outstanding shares. and may take other actions. 3/29/2018 ISS recs FOR managementNULL nominees. Kaman Corp. (KAMN) 2/27/2018 Dissident files definitiveNULL proxy. Activist: GAMCO 2/26/2018 Company files definitiveNULL proxy. Meeting: 4/18/2018 Confirmed 12/26/2017 Stilwell (9.6%) saysNULL will nominate Corissa Briglia and Mark Alcott 4/5/2018 GAMCO (16.8%)NULL amends 13D. (alternate) to board at 2018 AGM.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 2 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/12/2017 Ancora (5.9%) filesNULL initial 13D. Discloses Nov. 21 agreement with 12/20/2016 Fitz Gibbon resignsNULL as CEO, board appoints David Lehman as the company to expand the board and appoint Brian Hopkins as interim president/CEO. a director. Voting agreement effective until 2019 AGM, standstill 9/23/2011 Bank declares aNULL cash dividend of $0.06 per share for the quarter until 2020 AGM. ending Sept. 30, 2011 (annualized dividend of $0.24 per share). 11/2/2017 Stilwell amendsNULL 13D, intends to continue to pursue board 8/8/2011 Stilwell (9.7%) filesNULL 13D/A; encourages board to pay dividends representation at 2018 AGM. Still believes company should be and repurchase shares, and states that if each director does not sold. purchase up to 0.5% of WAYN stock using their director fees, he 10/27/2017 Company announcesNULL voluntary delisting and deregistration to be will "run for a board seat at the next annual meeting." initiated November 2017. 8/22/2017 Stilwell amendsNULL 13D and files investor letter stating that there Honeywell International, Inc. (HON) are "many institutions interested in acquiring WAYN," and that Activist: Third Point one CEO indicated that he placed two calls to WAYN but has not Meeting: 4/23/2018 Confirmed been called back. 6/5/2017 Stilwell (9.7%) amendsNULL 13D, intends to seek board 10/10/2017 Company decidesNULL to keep aerospace unit, spin off two other representation at next AGM if issuer is not sold. businesses: HVAC/Security and Transportation Systems (turbochargers, etc.) for autos, trucks, etc. No shareholder vote 5/25/2017 Management nomineesNULL reelected. required. 5/9/2017 ISS recommendsNULL FOR both management nominees on the WHITE 5/23/2017 CEO speaks at industryNULL conference, says company will decide by proxy card. fall 2017 whether to separate the aerospace business. 5/4/2017 Company postsNULL shareholder presentation, argues strategy has 4/28/2017 Third Point's investorNULL letter says HON trading at substantial yielded positive operating and TSR results. discount to peer group; argues that spin off of aerospace unit 3/24/2017 Company files definitiveNULL proxy. could increase value by $20 billion. 3/21/2017 Stilwell files a shareholderNULL letter criticizing the board for hiring Jones Day for $500,000 to assist in fighting the proxy contest. Repro Med Systems, Inc. (REPR) 3/10/2017 Company files preliminaryNULL proxy. Activist: Horton Capital Management Meeting: 4/23/2018 Confirmed 3/6/2017 Stilwell (9.7%) filesNULL definitive proxy, nominates Stephen Burchett and alternate nominee Mark Alcott. 3/16/2018 Horton amendsNULL 13D to disclose February shareholder proposal 2/15/2017 Stilwell files preliminaryNULL proxy. and March settlement with the company. 1/26/2017 Stilwell releasesNULL letter to shareholders, urging sale. 3/6/2018 Settled. HortonNULL withdraws its proposal, contingent on company's nomination of Daniel Goldberger as a director in place of Brad 1/9/2017 Stilwell announcesNULL board nominee and alternate to stand for Sealfon (CEO Andrew Sealfon's son) at 2018 AGM. next board election; calls for sale of the company.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 3 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 2/15/2018 Horton Capital NULLPartners (19.2%) submits proposal for 2018 AGM. 1/9/2018 Great Point PartnersNULL (19%) files initial 13D, discloses Feb 2017 Wants board to adopt several changes: majority vote standard, letter in followup to prior efforts to engage the board. Wants split CEO/chair, majority independence, term and age limits, an operational changes and strategic review. Will seek to influence anti-nepotism policy, and reduce board to 5. the board. No definitive plans. 1/4/2018 Company announcesNULL going private via acquisition by Francisco Bloomin' Brands, Inc. (BLMN) Partners for $0.35/share. 45-day go-shop in effect. Special Activist: JANA Partners meeting TBA. Meeting: 4/24/2018 Confirmed Ingles Markets, Inc. (IMKTA) 4/26/2018 Jana reduces positionNULL to 2.6%. Activist: GAMCO 2/28/2018 Settled. CompanyNULL agrees to add independent director Wendy Meeting: 4/24/2018 Confirmed Beck. JANA agrees to withdraw director nominees and to standstill though Nov. 15, 2018. 3/13/2018 Settled. GAMCONULL (16.1%) discloses withdrawal of its nominees following the company's agreement to nominate Lowden. 2/21/2018 Barington CapitalNULL calls for company to split Outback from its 3 other restaurant chains (Fleming's Prime Steakhouse, Bonefish 3/12/2018 Company files definitiveNULL proxy, uncontested. Management slate Grill and Carrabba's Italian Grill). Also requests cuts in ad of 9 includes Lowden. Proxy also includes a shareholder proposal spending, SG&A, plus indep. board chair. to eliminate dual class. 1/25/2018 Jana discloses nomineeNULL agreement with William McComb, trims 12/15/2017 GAMCO (16.5%)NULL files preliminary proxy to elect Putnam and position to 8.7%. Lowden. Amends 13D. 12/11/2017 Outback co-founderNULL Chris Sullivan resigns from board, company 11/29/2017 GAMCO says willNULL nominate Justyn Putnam and John Lowden at reduces size of board from 8 to 7 directors. 2018 AGM. 11/20/2017 Jana (8.9%) disclosesNULL nominee agreement with Neal Yanofsky. 10/27/2017 GAMCO (16.9%)NULL intends to nominate one or more people as directors at the 2018 annual meeting. Connecture, Inc. (CNXR) Activist: Great Point Partners Consolidated-Tomoka Land Co. (CTO) Meeting: 4/24/2018 Confirmed Activist: Wintergreen Advisers Meeting: 4/25/2018 Confirmed 4/25/2018 Merger completed,NULL securities registration to be terminated. 4/25/2018 Preliminary resultsNULL indicate management nominees reelected. 2/14/2018 Great Point (18.41%)NULL amends 13D, reaffirms intent to influence the board to maximize shareholder value, including, if 4/12/2018 ISS recommendsNULL FOR the company slate and AGAINST the appropriate, seeking changes to the board and/or encouraging proposal to hire an advisor. the evaluation of strategic alternatives. No specific plans to date. 4/5/2018 Dissident files definitiveNULL proxy.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 4 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/12/2018 Company files definitiveNULL proxy. 2/15/2017 Wintergreen filesNULL suit in order to vindicate its right as a shareholder to nominate four directors; seeks injunction 3/9/2018 Wintergreen filesNULL preliminary proxy. prohibiting company from filing proxy statement and holding the 2/26/2018 Company files preliminaryNULL proxy. annual meeting. 1/25/2018 Wintergreen issuesNULL press release stating two unsolicited parties 2/2/2017 Wintergreen sendsNULL letter to board advocating for exec comp have indicated interest in the company. clawback component. 11/27/2017 Wintergreen (27.8%)NULL plans to propose 3 nominees to the 7- 1/24/2017 Wintergreen (27.1%)NULL says will pursue all legal and other avenues person board: Liz Cohernour, Evan Ho, and David J. Winters. to force company to put Wintergreen's nominees on ballot. CTO Believes company should hire financial advisor to evaluate all twice rejected request, most recently on Jan. 10. options, opposes mgmt's REIT conversion plan. 11/14/2016 Wintergreen (27.1%)NULL informs company it will nominate Liz 4/26/2017 Management nomineesNULL elected. Cohernour, Evan Ho, Edward Pollock, and David J. Winters as director candidates. 4/19/2017 Wintergreen hostsNULL webcast underscoring its arguments of poor board oversight/company disclosure/P4P. 9/8/2016 Laura M. FranklinNULL appointed as director. Board temporarily expanded to 8 members. 4/12/2017 ISS recommendsNULL FOR the company slate. 4/27/2016 Shareholder proposalNULL to hire an independent adviser receives 4/4/2017 Wintergreen launchesNULL contest website. support of 69% of votes cast. Company subsequently retains 3/27/2017 Wintergreen filesNULL definitive proxy, will oppose auditor Deutsche Bank to review strategic alternatives. ratification and MSOP. 4/7/2016 ISS recs FOR shareholderNULL proposal to engage a financial advisor. 3/23/2017 Company letterNULL says former Wintergreen nominees serving on 3/15/2016 Company files definitiveNULL proxy including shareholder proposal. board unanimously support company strategy and oppose Wintergreen campaign. Claims Wintergreen pushing for liquidity 3/4/2016 Company files preliminaryNULL proxy. event to shore up mutual fund after large client redemptions. 12/17/2015 Wintergreen sendsNULL letter to company's board reiterating 3/21/2017 Company files definitiveNULL proxy, launches contest website. concerns regarding failure at senior management level. 3/15/2017 Company announcesNULL new $10M share buyback program. 11/24/2015 Company announcesNULL Wintergreen has submitted proposal ahead of 2016 annual meeting. While expressing no views on subject 3/10/2017 Wintergreen filesNULL preliminary proxy. matter of proposal, company intends to include proposal in 3/6/2017 Company and WintergreenNULL enter settlement agreement allowing proxy statement for annual meeting. inclusion of Wintergreen nominees on 2017 ballot. Company 11/23/2015 Wintergreen (26.0%)NULL amends 13D stating company should focus files preliminary proxy. on maximizing shareholder value and evaluate sale or liquidation 3/3/2017 Company appointsNULL Casey Wold as director. Board temporarily of assets. expanded to 9 members.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 5 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 6/23/2009 Wintergreen (25.9%)NULL sends letter to board pressing for 10/26/2017 Company announcesNULL board will hold 2018 AGM on April 25. implementation of approved shareholder proposals to declassify Nomination and shareholder proposal window ending Dec. 15. board and limit board size. Also raises concerns over Chairman's 9/19/2017 Glenview, Trian,NULL and Third Point have issued statements in possible conflicts. support of portfolio rearrangement. 5/22/2009 Wintergreen doesNULL 3 board composition proposals. Company 9/12/2017 Company announcesNULL it will move certain businesses totaling $8 slate includes dissident candidates Allen and Fuqua. Dissident billion from materials science division to specialty-chemical unit, runs 3 addt'l, 1 elected (Harper; dissident suggested 3/11 in apparent move to avert proxy contest. Glenview argues elected). RMG rec'd AGAINST dissident slate, FOR 3 dissident buyback still necessary. proposals. 7/31/2017 JANA and TrianNULL reportedly share concerns about Liveris and 3/17/2008 Jordan resigns NULLfrom board, citing among other reasons break-up process. company's decision to combine Chairman/CEO roles. 6/27/2017 Glenview CapitalNULL (<1%), in letter to investors, calls for Dow CEO 4/25/2007 Jordan elected NULLto board. Liveris to step down. Largely supports Third Point's call for 1/17/2007 Wintergreen (16.0%)NULL approaches board to discuss appointing changes in proposed 3-way split-up, post-Dow/Dupont merger. James Jordan. 5/25/2017 Third Point publishesNULL presentation arguing proposed split into 3 5/4/2006 Wintergreen (12.3%)NULL files initial 13D. Meets with management entities is not optimal; says splitting into more than 3 entities to discuss strategic focus on maximizing value of Daytona and/or reallocating assets among these entities could create $20 properties. bn in added shareholder value. 12/13/2015 Third Point callsNULL for removal of CEO Andrew Liveris in wake of Diebold Nixdorf, Inc. (DBD) company's agreement to merge with DuPont. Activist: Atlantic Investment Mgmt 12/11/2015 Dow Chemical NULLand DuPont agree to merger of equals. Meeting: 4/25/2018 Confirmed 11/21/2014 DOW settles withNULL Third Point by adding 4 directors, including 2 3/7/2018 Atlantic reducesNULL stake to 8.0%. Third Point nominees. 11/13/2014 Third Point announcesNULL intention to file a proxy after rejecting the 11/16/2017 Atlantic InvestmentNULL Mgmt (9.0%) sends CEO a letter asking him addition of two directors proposed by the company. Third Point to communicate about Q4 and 2018 outlook and to hire a requests that DOW select two of its candidates. financial advisor to evaluate strategic alternatives, including a buy back of 15 mm shares, ~20% of outstanding. 9/8/2014 DOW annoucesNULL retirement of EVP/CFO William H. Weideman at the end of 2014 and election of Howard Ungerleider as CFO DowDuPont, Inc. (DWDP) effective Oct. 1, 2014. Activist: Third Point 2/11/2014 DOW rejects ThirdNULL Point's proposal, stating the breakup would negatively impact its bottom line due to reduction in economies Meeting: 4/25/2018 Confirmed of scale and benefits from cross-platform technology.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 6 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 1/23/2014 Third Point wantsNULL Dow to separate its petrochemicals from its specialty chemicals operations. Third Point did not disclose its Putnam High Inc Sec Fund (PCF) stake, but indicated it exceeds $1 billion. Activist: Bulldog Investors Meeting: 4/27/2018 Confirmed Gulf Island Fabrication, Inc. (GIFI) 4/11/2018 ISS recs FOR managementNULL on the WHITE card. Activist: Piton Capital Partners/Kokino Meeting: 4/25/2018 Confirmed 3/5/2018 Bulldog files definitiveNULL proxy. 3/1/2018 Company files definitiveNULL proxy. 4/25/2018 Piton Capital/KokinoNULL increases stake to 9.3%. 2/16/2018 Company files prelimNULL proxy. 4/20/2018 Pacific View AssetNULL Management (5.3%) files initial 13D. No specific plans. 2/8/2018 Bulldog files prelimNULL proxy. 4/6/2018 Piton Capital/KokinoNULL (7.9%) propose board size be reduced, 2/7/2018 Bulldog (15.3%)NULL says intends to propose at next AGM that board board compensation be reduced, and 2 of its representatives be be fixed at 7 directors, to nominate 7 for board, and to propose appointed to board. fund self-tender for at least 50% of outstanding shares of the 3/22/2018 Piton Capital/KokinoNULL (7.1%) plans to talk with company about Fund at or close to NAV. board compositition, mgmt, potential sale of divisions, capital 1/18/2018 Bulldog increasesNULL ownership to 14.7%. allocation, etc. 10/27/2017 Bulldog increasesNULL ownership to 12.3%. CapStar Financial Holdings, Inc. (CSTR) 4/3/2017 Bulldog files defNULL proxy, proposes fixing board at 7, nominates 7, and proposes self-tender followed by liquidation/conversion to Activist: Gaylon M. Lawrence, Jr. open-end fund or ETF. Opposes fund proposal to fix board at 12. Meeting: 4/26/2018 Confirmed Claims board opposes open-ending to preserve compensation. 2/7/2018 Lawrence's filingNULL discloses that he has asked for a waiver from 3/22/2017 Fund files definitiveNULL proxy, includes 12 trustee nominations and the Fed to increase his CSTR stake to 15%; waiver remains proposal to increase board size from 7 to 12. pending. 3/20/2017 Bulldog (11.4%)NULL files preliminary proxy. 10/17/2017 Lawrence increasesNULL stake to 10.2%. 3/8/2017 Company files preliminaryNULL proxy. 10/4/2017 Lawrence increasesNULL stake to 9.2%. 2/24/2017 Bulldog (11.3%)NULL announces intent to present shareholder 9/13/2017 Gaylon M. Lawrence,NULL Jr. increases stake to 8.2%. proposals for board to authorize a self-tender offer and set board size at seven; dissident will nominate a full slate. 8/28/2017 Gaylon M. Lawrence,NULL Jr. increases stake to 7.2%. 2/3/2017 Bulldog (10.8%)NULL files 13D, wants measures to enhance 8/14/2017 Gaylon M. Lawrence,NULL Jr. (6.2%) may engage with board and shareholder value and is engaging in discussions with management on a variety of topics. management.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 7 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 10/6/2017 GAMCO (11.4%)NULL amends 13D, discloses intent to move forward United Technologies Corp. (UTX) with submission of up to three nominations. Activist: Pershing Square 8/16/2017 GAMCO (11.9%)NULL amends 13D, "currently evaluating all of its Meeting: 4/30/2018 Confirmed options" regarding director nominations for 2018 AGM.

3/26/2018 Third Point hasNULL taken a stake (position size unknown), reports CNBC. Filed for preclearance with FTC (granted). MutualFirst Financial, Inc. (MFSF) Activist: Ancora Advisors 2/28/2018 CNBC reports thatNULL Pershing Square has taken a stake in UTX. WSJ says Pershing not yet sure if wants to seek changes at the Meeting: 5/2/2018 Confirmed company. 3/2/2018 Ancora increasesNULL stake to 7.2%. 8/9/2017 Ancora AdvisorsNULL (6.2%) believes stock is undervalued, has met Cincinnati Bell, Inc. (CBB) and will continue to meet with management and board. Activist: GAMCO Meeting: 5/1/2018 Confirmed Penn Virginia Corp. (PVAC) 4/5/2018 GAMCO files definitiveNULL proxy. Activist: Strategic Value Partners, LLC 3/16/2018 Company files definitiveNULL proxy. Meeting: 5/2/2018 Confirmed 3/9/2018 GAMCO (10.9%)NULL amends 13D, files preliminary proxy nominating 1/29/2018 KLS Diversified NULLAsset Management (7.8%) files 13D, may seek three. discussions relating to strategic alternatives and other items. 3/2/2018 Company files prelimNULL proxy, announces board refreshment. John 1/19/2018 Settled with StrategicNULL Value Partners. Company will add 2 Zrno to step down at 2018 AGM, Phil Cox (chairman) to step directors. David Geenberg of SVP will join board through 2020, down by 2019 AGM. CEO Fox to stand for election. Two as long as SVP owns at least 5% of stock. Standstill until after Hawaiian Telcom directors to join in late 2018, expanding board 2019 AGM. to 11. 12/18/2017 Contrarian CapitalNULL Management (7.5%) files 13D, indicates that it 2/23/2018 GAMCO (11.08%)NULL amends 13D, says it also intends to nominate participated in the Dec. 6 meeting and may seek future Justyn Putnam for election to the board at the 2018 AGM. discussions. 1/31/2018 GAMCO (11.08%)NULL amends 13D and sends letter to the company 12/11/2017 Strategic ValueNULL Partners (10.2%) and Mangrove (9.6%) amend indicating that it intends to nominate at least two individuals 13D filings, disclose Dec. 6 meeting among certain large (James Chadwick and Matthew Goldfarb) for election to the shareholders and the chair. Discussions with the company board at the 2018 AGM. remain ongoing. 11/7/2017 GAMCO amendsNULL 13D, voted shares to adopt merger agreement 11/24/2017 Wexford reducesNULL stake to 4.1%. in accordance with voting agreement.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 8 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 9/13/2017 Strategic ValueNULL Partners amends 13D, states that it has held 2/13/2018 Corvex (9.9%) amendsNULL 13D. discussions with other shareholders re expanding the board from 1/31/2018 Corvex (9.9%) filesNULL amended 13D and sends letter to the four to six directors, with one of the two new appointees to be company nominating Jose Maria Alapont, Jonathan Cohen, an SVP representative. Daniel Herz, and Vincent Intrieri for election to the board at the 9/1/2017 Mangrove PartnersNULL (9.4%) amends 13D and states that it may 2018 AGM. make proposals regarding the company's leadership, operations, 1/2/2018 Corvex amendsNULL 13D, reports 9.9% stake. governance, capital structure, or strategy. 11/3/2017 Corvex (10.1%)NULL updates 13D, discloses Oct. 31 circuit court ruling 10/17/2016 Jerry R. SchuylerNULL appointed as director. in favor of the company and enjoining Corvex from calling 9/30/2016 Wexford CapitalNULL LP announces 6.12% stake. Wexford employee special meeting. Corvex plans to appeal to Alabama Supreme Marc McCarthy appointed to board after PVAC emerged from Court. bankruptcy. 9/14/2017 Corvex sends letterNULL to the board, accusing them of using 9/21/2016 Strategic ValueNULL Partners, LLC announces 10.5% stake. litigation to unduly preclude shareholders from holding a special meeting. Also reaffirms early statements re NAV discount, Bemis Company, Inc. (BMS) governance concerns, and the case for exploring transactions. Activist: Starboard Value 9/13/2017 Company requestsNULL Alabama court adjudicate on Corvex's right to Meeting: 5/3/2018 Confirmed request a special meeting. 8/17/2017 Elliott quietly pushingNULL for sale and has 4-5% economic stake, 3/23/2018 Company files definitiveNULL proxy. more than disclosed in filings, the Wall St. Journal reports. 3/16/2018 Settlement. StarboardNULL gets 4 directors: Guillermo Novo, Marran 8/14/2017 Corvex reportsNULL 10.1% stake. Believes >10% stake allows Corvex Ogilvie, George Wurtz, and Robert Yanker. Incumbents Floto and to call special meeting and propose items, including adding Mansfield to retire. New finc/strat cmte split 2:2 between board members. Talking with company about adding directors. incumbents, new directors. Standstill ends before 2019 AGM. 8/3/2017 Corvex amendsNULL 13D, increases stake to 9.8% 12/4/2017 NY Post reportsNULL that Bemis has hired Goldman Sachs to explore its options, including a sale. Starboard owns 1.7%. 6/28/2017 Corvex increasesNULL stake to 7.6%, criticizes strategic review and decision to continue with business plan. Energen Corp. (EGN) 6/19/2017 Board states it NULLhad engaged J.P. Morgan and Tudor Pickering for strategic review, but concluded to pursue standalone business Activist: Corvex Management plan. Meeting: 5/3/2018 Confirmed 6/14/2017 Corvex increasesNULL stake to 6.6%. 3/7/2018 Settled. CompanyNULL expands board from 9 to 11, adds Corvex 5/31/2017 Corvex reportsNULL 5.5% stake, calls for company to pursue sale. nominees Jonathan Cohen and Vincent Intrieri. Company agrees to conduct an in-depth strategic review, assisted by its financial advisers.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 9 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/27/2018 Land & BuildingsNULL writes open letter further advocating withhold Monotype Imaging Holdings (TYPE) vote on Williams and will also withhold on comp cmte chair Activist: Starboard Value William Grabe. Criticizes "opaque and excessive" exec comp, incl Meeting: 5/3/2018 Confirmed March 200k share grant to CEO Williams. 3/5/2018 Land & BuildingsNULL writes open letter, criticizes dual share class 4/5/2018 Company files definitiveNULL proxy. structure. Says it will withhold votes on chairman/CEO Williams. 4/2/2018 Company appointsNULL Denise Warren and Eileen Campbell to 2/22/2018 Land & BuildingsNULL writes open letter, criticizing stock board, effective immediately. Chairman Robert Lentz & Douglas underperformance & mgmt. Says should explore all strategic Shaw to resign from board, after this year's AGM. Pamela alternatives. Lenehan will become chairman. 2/21/2018 Starboard/BLR NULL(<1%) has reduced stake in company and decided Ryman Hospitality Properties (RHP) to not nominate directors this year, due to gain in company's Activist: GAMCO stock price and recently announced plans to improve profits & 5/3/2018 Confirmed restructure non-core businesses. Meeting: 2/15/2018 Starboard (6.1%)NULL amends 13D, makes a books and records 4/5/2018 GAMCO (9.3%)NULL amends 13D. demand to assist in investigating the board's actions in 3/29/2018 Company files definitiveNULL proxy, including GAMCO's proposal connection with the acquisition of Olapic and the 2017 strategic requesting tax-deferred spin-off of company's entertainment review process. business into a separate publicly traded C-corporation; company 2/13/2018 Starboard sendsNULL a letter to the board criticizing the company's makes no recommendation on the proposal. M&A strategy/track record and business strategy, and reiterating 11/1/2017 GAMCO (10.4%)NULL presents proposal to management for the belief that board change is needed. consideration at 2018 AGM, suggests tax-deferred spin-off of 1/30/2018 Starboard (8.2%)NULL sends letter to the company nominating four company's entertainment business into a separate publicly individuals (Kristen O'Hara, Clifford Press, George A. Riedel, and traded C-corporation. Edward Terino) for election to the board at the 2018 AGM. 9/28/2017 GAMCO (10.43%)NULL amends 13D. Will submit shareholder proposal 10/6/2017 Starboard (9.0%)NULL files 13D, discloses August 2017 group to separate the company's entertainment segment at the 2018 agreement with Bradley Radoff. Believes company is AGM. undervalued, no present plans. Tenet Healthcare Corp. (THC) QTS Realty Trust (QTS) Activist: Glenview Capital Activist: Land and Buildings Meeting: 5/3/2018 Confirmed Meeting: 5/3/2018 Confirmed

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 10 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/26/2018 Settled. GlenviewNULL agrees to drop written consent proposal and 4/19/2018 ISS recommendsNULL to support two dissident nominees, Dallas J. support all board nominees at 2018 AGM. Company agrees to Howe and Herbert C. Pinder, and to withhold votes for two hold AGM at least every 13 mos, revise bylaws incl. 75% management nominees, Rene Amirault and Mike Jackson. threshold to adopt poison pill w/15 mo. max. 4/17/2018 Dissident releasesNULL presentation detailing why change is needed 2/2/2018 Glenview submitsNULL formal proposal to allow shareholders to act and how dissident nominees will unlock value. by written consent. 4/12/2018 Company issuesNULL letter to shareholders warning that Cation will 12/19/2017 Company announcesNULL increase in annual cost savings target from derail momentum and will put their investments at risk. $150 mn. to $250 mn. and says it is exploring a sale of Conifer 4/9/2018 Cation Capital Inc.,NULL a 0.3% equityholder, nominates four out of Health Solutions, its healthcare business services subsidiary. ten board members. Dissident files blue universal proxy card 9/13/2017 Glenview (17.8%)NULL amends 13D, will engage with company on with Dallas J. Howe, Herbert C. Pinder, Thomas A. Budd, and CEO transition, including roles of executive chairman and the Sandy L. Edmonstone as dissident nominees. CEO, board refreshment, timing of 2018 AGM, poison pill, appt. 3/26/2018 Company files proxyNULL circular for the upcoming AGM. of financial advisors, and strat. alternatives. 8/31/2017 Tenet CEO to stepNULL down no later than March 2018. Lead director Lattice Semiconductor Corp. (LSCC) Rittenmeyer appointed executive chair effective immediately, while board commences a refreshment process. Board adopts Activist: Lion Point Capital poison pill with 5% threshold. Meeting: 5/4/2018 Confirmed 8/21/2017 Camber CapitalNULL Management acquires 5.7%. 4/10/2018 Company files definitiveNULL proxy. 8/18/2017 Two reps from NULLGlenview Capital (17.8%) resign from board, 3/12/2018 Company announcesNULL retirement of CEO Darin Billerbeck, where had been since Jan. 19. 2016. May propose operational, effective May 31, 2018. COO Glen Hawk to begin serving as financial, management and governance changes, and strategic interim CEO March 16. Egon Zehnder retained for CEO search. alternatives. 3/7/2018 Settled. Lion PointNULL will receive 3 nominees on the board: James Lederer, John Major and Krishna Rangasayee. Board expanding Crescent Point Energy Corp. (CPG) to 9 after 2018 AGM (temporarily expanded from 8 to 11 in Activist: Cation Capital interim). Standstill expires before 2019 AGM. Meeting: 5/4/2018 Confirmed 2/5/2018 Lion Point (6.2%)NULL believes shareholder value can be achieved through operational and margin improvements, has had and will 4/20/2018 Company reinforcesNULL its current plan: development of Uinta Basin continue having discussion re: board membership. and East Shale Duvernay, reduction of debt, disposition of non- core asset, improvement of capital efficiency, focus on organic growth, board refreshment and compensation alignment. Alexion Pharmaceuticals, Inc. (ALXN) Activist: Elliott Associates Meeting: 5/8/2018 Confirmed

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 11 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 2/5/2018 Company appointsNULL Judith Reinsdorf to the board. Ann Veneman 2/26/2018 SailingStone (11.5%)NULL amends 13D, intends to seek discussions re will not stand for re-election in 2018. operations, management, board composition, capital or 1/22/2018 Company appointsNULL Deborah Dunsire to the board. corporate structure, capital allocation, strategy, compensation, and a potential strategic review, and may pursue other plans or 1/2/2018 Company and ElliottNULL announce agreement to work together "to proposal promptly identify" a new member to join the board. 2/1/2018 SailingStone (11.3%)NULL files initial 13D, discloses letter to the board 12/7/2017 Elliott said to pushNULL for changes at Alexion, including more cost alleging conflicts of interest between (majority cuts, better investor communication and more biotech shareholder) and minority shareholders. experience on board, NYT reports. Dean Foods Company (DF) Horizon Global Corp. (HZN) Activist: VV Value Vals Activist: Spitfire Capital Meeting: 5/9/2018 Confirmed Meeting: 5/8/2018 Confirmed 3/1/2018 Value Vals (10.0%)NULL amends 13D, discloses share purchases. 3/12/2018 Company announcesNULL appointment of David Roberts and Maximiliane (Max) Straub to the board. Incumbents David Dauch 11/30/2017 VV Value Vals (8.2%)NULL plans to discuss with mgmt. and the board and Samuel Valenti will not stand for re-election. topics such as the company's business, operations and strategic plans. 3/2/2018 Company namesNULL Denise Ilitch sole chair, keeps co-chair Mark Zeffiro as CEO & director. At 2018 AGM, company will propose de-classifying board over 3 years. Gibson Energy, Inc. (GEI) Activist: M and G Investments 2/6/2018 Marcato CapitalNULL issues public letter to board, criticizes poor financial & operational performance, M&A strategy. Suggests 4- Meeting: 5/9/2018 Confirmed point improvement plan, including ending M&A, potential CEO 4/3/2018 Management circularNULL goes definitive. change, potential sale of the company. 3/21/2018 Clayton WoitasNULL will not stand for re-election at 2018 annual 2/2/2018 Spitfire Capital NULL(5.1%) says will talk with board and mgmt. about meeting. John Festival will be proposed as director nominee. business strategies, performance, potential strategic alternatives. 3/19/2018 Non-core US energyNULL services businesses to be divested for US$96 million, which proceeds will be reinvested into tankage and Turquoise Hill Resources Ltd. (TRQ) pipeline infrastructure. Activist: SailingStone Capital Partners 2/21/2018 Company announcesNULL sanction of $50 million Viking pipeline Meeting: 5/8/2018 Confirmed project and revised 2018 capital guidance. 1/30/2018 Company announcesNULL strategy to accelerate transition to focused oil infrastructure growth company.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 12 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 9/11/2017 Company announcesNULL 1.1 million barrel Hardisty Terminal expansion. The E.W. Scripps Company (SSP) 8/14/2017 M&G Investments,NULL a 19.4% equity stakeholder, requests Activist: GAMCO initiation of strategic review process. Company responds and Meeting: 5/10/2018 Confirmed reaffirms commitment to infrastructure. 4/13/2018 GAMCO (16.6%)NULL amends 13D, believes if the issuer improved broadcast cash flow (BCF) margins by 600 , it could create Build-A-Bear Workshop, Inc. (BBW) $0.5 billion of value, accelerate deleveraging, and enhance the Activist: Cannell Capital, Point72 issuer's currency for potential TV station M&A. Meeting: 5/10/2018 Confirmed 4/3/2018 GAMCO files DEF14ANULL noting increase of Scripps' LT debt 3/20/2018 Point72 (20.0%)NULL converts from 13G to 13D. May seek alongside decrease in Scripps' share price and cumulative total discussions. No present plans. return. Compares broadcast cash flow margins to Nextstar, Sinclair. 2/22/2018 Cannell (6.1%) NULLamends 13D, reports share purchases. 3/26/2018 GAMCO (16.9%)NULL files definitive proxy. 3/31/2017 Company files definitiveNULL proxy, no contest in 2017. 3/20/2018 Company files definitiveNULL proxy. 1/27/2017 Cannell (5.0%) NULLfiles new 13D. Generally supports the efforts, strategy, and changes instituted by the company's new officers. 2/28/2018 GAMCO files preliminaryNULL proxy. 5/16/2016 Cannell (3.7%) NULLfiles 13D exit. 2/16/2018 Company files preliminaryNULL proxy. 4/1/2016 Company files definitiveNULL proxy, no contest in 2016. Cannell letter 2/15/2018 Company announcesNULL initiation of quarterly cash dividend states that certain recent actions have prompted conclusion that beginning first quarter of 2018. the board "does not even know that 'it does not know.'" May 2/5/2018 GAMCO (16.5%)NULL says it also intends to nominate Raymond Cole wage proxy contest in 1 year. to board. 2/23/2016 Company adds NULLtwo new directors (Tim Kilpin and Sarah 2/1/2018 GAMCO (16.5%)NULL amends 13D, announces intention to nominate Personette). Vincent Sadusky and Colleen Birdnow Brown for 2018 AGM. 2/18/2016 The dissident intendsNULL to nominate Gus Halas and Timothy E. Brog Company announces appointment of Kim Williams as new lead to the board. director, nomination of Lauren Rich Fine to board. Marvin Quin to retire in May. 11/25/2015 Cannell publishesNULL letter seeking appointment of Charles M. Gillman to the board, and urging company to conduct tender for 1/25/2018 Company announcesNULL reorg and $30 million cost reductions. Also $40 million in shares. to sell 34 radio stations. 11/24/2015 Cannell (8.2%) NULLfiles initial 13D. 11/9/2017 Company appointsNULL Lisa Knutson as CFO. Has been serving as interim CFO since early October. 11/18/2015 Director JamesNULL M. Gould notifies board of his decision not to stand for re-election at 2016 annual meeting. 10/6/2017 GAMCO amendsNULL 13D, discloses intent to move forward with submission of up to three nominations.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 13 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 8/16/2017 GAMCO (16.1%)NULL amends 13D, "currently evaluating all of its 1/31/2018 Company announcesNULL disposition of non-core legacy assets in options" regarding director nominations for 2018 AGM. exchange for assumption of abandonment and reclamation liabilities. Obsidian Energy Ltd. (OBE) 1/17/2018 FrontFour (5.7%)NULL concerned with company's capital plan and Activist: FrontFour Capital strategy, considers seeking board changes at 2018 AGM. Meeting: 5/11/2018 Confirmed Company responds Gordon Ritchie was appointed to board last December and FrontFour was unwilling to sign agreement for 5/1/2018 Company regainsNULL compliance with the NYSE's continued listing addtl dir appointment. standard. 4/6/2018 Company and FrontFourNULL announce settlement agreement. Telos Corp. (TLSRP) FrontFour will nominate two directors, Michael J. Faust and Activist: Wynnefield Partners Stephen E. Loukas. Incumbent director George H. Brookman will Meeting: 5/11/2018 Confirmed retire at the upcoming AGM. 4/2/2018 Company announcesNULL sale process for Alberta Viking assets, talks 3/21/2018 Settled. WilliamNULL Alderman appointed to fill board vacancy w/ China Inv. Corp. re: disposing of Peace River oil partnership, following resignation of Hamot. plans to use proceeds to fund Cardium, cut debt, buy back 3/9/2018 Wynnefield PartnersNULL (17.4%) intends to nominate one person to shares; defers share consolidation & announces comp changes. board: William Alderman. Incumbent Seth Hamot resigns from 3/21/2018 Board notes attemptsNULL to work constructively with dissident, board. including addition of Gord Ritchie to board at dissident suggestion and review of commercial opportunities. Ritchie Zenyatta Ventures Ltd. (ZEN) notes that strategic points raised by dissident have been Activist: Concerned Shareholders scrutinized. Meeting: 5/11/2018 Confirmed 3/20/2018 FrontFour (6.2%)NULL releases a letter saying it will nominate 4 directors at 2018 AGM, recommending shareholders vote 4/30/2018 ISS recommendsNULL to vote Against removal of four incumbents and against reverse stock split, "setting the record straight" on to vote Withhold for all three requisitioning nominees. proposed settlement terms, & giving an overview of its strategic 4/18/2018 Dissident files proxyNULL circular. plan. 4/17/2018 Board announcesNULL changes in executive roles as part of strategic 3/12/2018 Company no longerNULL in compliance with the NYSE's minimum business plan. share price listing standard. Share consolidation will be proposed 4/12/2018 Company files circular.NULL at annual meeting to remedy the non-compliance. 2/22/2018 Jay W. ThorntonNULL appointed as chairman. George Brookman, 3/27/2018 Board providesNULL strategic business plan that includes acting chair since Aug. 8, 2017, will remain as director. organizational change.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 14 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/21/2018 Company sets dateNULL for requisitioned EGM at May 11, 2018. Dissidents propose to replace 4 incumbent directors (Keith Health Insurance Innovations (HIIQ) Morrison, CEO Aubrey Eveleigh, Barry Allan & Sean Whiteford) Activist: Cannell Capital with 3 dissident nominees (Francis Dube, Eric Wallman & Brian Meeting: 5/15/2018 Confirmed Bosse). 2/14/2018 Company acknowledgesNULL meeting requisition to replace certain 12/14/2017 Parties enter intoNULL an agreement, pursuant to which the board is incumbent directors. Board is reviewing sufficiency and basis of expanded to eight directors and John Fichthorn is appointed to requisition, is willing to meet with individuals of the dissident fill the resulting vacancy, and Cannell agrees to voting and group to discuss grievances. standstill provisions effective through Aug. 15, 2018. 11/3/2017 Cannell (8.1%) NULLchanges 13G to 13D status, wants board to add 1 Community Health Systems (CYH) independent director that resides outside of Tampa, FL, where most of the current board is concentrated. Activist: Shanda Asset Management 5/15/2018 Confirmed Meeting: Newell Brands, Inc. (NWL) 1/11/2018 Shanda (24%) andNULL company issue joint press release disclosing Activist: Starboard Value Shanda's increased stake and support for the current Meeting: 5/15/2018 Confirmed management team. 10/4/2017 Shanda (22.1%)NULL provided input on board nominations following 4/23/2018 Settled. StarboardNULL will get 3 directors (Lopez, Steele, and litigation settlement which required the company to solicit Berman). 2 Icahn-backed directors will step down (Langham & shareholder input. May provide additional input in the future. Atchison). 3/13/2017 Shanda (13.7%)NULL files 13D, previously filed 13G. Seeks dialogue 4/10/2018 Starboard files NULLdefinitive proxy, nominates 4 directors: Pauline regarding operations and turnaround strategy. Brown, Gerardo Lopez, Bridget Ryan Berman, and Robert Steele. 4/2/2018 Company namesNULL David Atchison as fifth independent director Famous Dave's of America, Inc. (DAVE) from settlement with Icahn. Activist: Bandera Partners 4/2/2018 Company files definitiveNULL proxy, says Starboard has notified the Meeting: 5/15/2018 Confirmed company that it intends to nominate directors. 3/27/2018 Company sendsNULL Starboard open letter, agreeing with Starboard 4/30/2018 Blue Clay CapitalNULL (4.8%) says may talk with mgmt about strategy, about need for new leadership and cost cutting, potential value etc. that can be created by asset sales. 3/19/2018 Wexford CapitalNULL (21.1%) amends 13D to report exercise of 3/23/2018 Glenview CapitalNULL Management files 13G disclosing 5.6 percent subscription rights. stake. 6/16/2017 Bandera increasesNULL stake to 15.6%. 3/23/2018 Company files preliminaryNULL proxy.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 15 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/20/2018 Starboard issuesNULL press release. Continues to push for strategic 2/12/2018 Starboard confirmsNULL it plans to nominate 10 candidates for 10 review, asset sales, operational improvements. Will reduce slate board seats at AGM, including the 3 directors who resigned in to minority if Starboard continues proxy contest. Ashken, De Jan. 2018: Ashken, De Sole and Franklin. Sole, Franklin, and Lillie withdraw. 2/8/2018 Starboard ValueNULL intends to launch proxy fight to replace all 3/19/2018 Company strikesNULL deal with Icahn (7.0%). Patrick Campbell (non- directors, company says in press release. exec chair) & 3 addt'l Icahn designees replaced directors Clarke, 1/31/2018 WSJ reports thatNULL 3 directors who resigned wanted more direct Cowen, Cowhig & Viault on 3/18. Board to increase from 9 to 11 contact with managers, with Franklin wanting to be board at AGM, 5 of 11 directors Icahn's. chairman. 3/16/2018 Icahn (6.9%) filesNULL initial 13D. Has met with both the company 1/25/2018 3 of company'sNULL 12 directors resign, effective immediately: Ian and Starboard; not yet decided which to support. Discussed Ashken, Domenico De Sole and Martin Franklin. alternatives with mgmt, including asset sales, capital structure changes, possible board representation. Avon Products, Inc. (AVP) 3/14/2018 Company's indep.NULL directors release a letter charging that board attrition is the result of Franklin's actions & that Starboard lacks Activist: Barington Capital plan to create shareholder value. Starboard announces slate will Meeting: 5/16/2018 Confirmed buy & hold $25M in NWL if all elected. 3/26/2018 Settled: Board NULLto appoint Barington CEO James Mitarotonda as 3/12/2018 In an email to Bloomberg,NULL Conroy states, 'I resigned because I do director. not believe that the current course is the optimal path forward 2/5/2018 Jan Zijderveld appointedNULL CEO. for the company... I am not comfortable with recent events and have come to believe that change is needed.' 1/29/2018 WSJ reports thatNULL Barington Capital, Shah Capital, NuOrion Partners (3.5% combined) joining together, calling on board to 3/8/2018 Director Kevin NULLConroy resigns, effective immediately. sell the company. 3/6/2018 Starboard files NULLpreliminary proxy. 8/3/2017 Company announcesNULL retirement/involuntary separation (other 3/5/2018 Starboard says NULLit may nominate an additional 2 people (bringing than for cause) of CEO, effective as of March 31, 2018. total to 12), depending on how many directors are on board at 5/4/2017 Company reportsNULL net loss per share and $1.3 billion in revenue, time of AGM. below the consensus EPS estimate of $0.01. Shares down 22%. 3/1/2018 Carl Icahn confirmsNULL NY Post report, tells CNBC he recently 5/4/2017 Barington renewsNULL criticism of CEO, noting that shares have bought a stake in NWL, though it's less than 5%. declined 80% since her appointment. 3/1/2018 Director Ros L'EsperanceNULL resigns, effective immediately. 3/28/2016 Settled: BaringtonNULL granted right to approve appointment of 2/22/2018 Newell to add threeNULL new directors to the board: James Craigie, independent director that will be selected jointly by the Judith Sprieser, and Debra Crew. company and Cerberus.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 16 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/18/2015 Barington opposesNULL deal due to belief that Avon board agreed to 3/15/2018 Steel Partners (15.9%)NULL amends 13D. "fire sale" prices; and reiterates earlier demand to replace 3/15/2018 Company disclosesNULL receipt of March 2018 SEC subpoena in McCoy as CEO. connection with investigation of accounting charges involving 12/17/2015 Co. announces NULLagreement w/Cerberus; Cerberus to make $435 renewable segment. million pfd. stock investment in Avon Products, Inc. Avon N. 3/14/2018 VIEX (4.6%) filesNULL 13D exit. America to be spun into separate entity; affiliates of Cerberus will invest $170 million to own 80.1%. 3/8/2018 Steel Partners (14.8%)NULL amends 13D. 12/3/2015 Barington (3%)NULL states company is undervalued and proposes 3/5/2018 James Ferland,NULL Stephen Hanks, Brian Ferraioli and Larry Weyers restructuring plan; intends to nominate candidates for 2016 have resigned as directors, effective March 2. annual meeting. Barington also believes CEO Sheri McCoy is a 3/5/2018 Steel Partners (13.2%)NULL requested, and company granted, waiver "poor choice of new CEO." from DGCL, allowing Steel Partners to purchase up to 30% of company shares. Babcock & Wilcox Enterprises (BW) 3/5/2018 Wynnefield CapitalNULL (2.0%) supportive of the rights offering, Activist: VIEX Capital; Vintage Capital commends Vintage for backstopping. Meeting: 5/16/2018 Confirmed 3/1/2018 Company announcesNULL $182M rights offering at $3/share, backstopped by Vintage. Proceeds will be used to remove 4/16/2018 Steel Partners amendsNULL 13D. Will backstop Vintage's obligation second-lien term loan. under the equity commitment, up to lesser of $46.5M or the amt of shares resulting in Steel Holdings beneficial ownership of 2/13/2018 Steel Partners (12.8%)NULL amends 13D. 29.95% (of then-outstanding shares). 2/6/2018 Company announcesNULL chief bizdev officer Elias Gedeon 4/12/2018 Company files definitiveNULL proxy. terminated as of March 5, 2018, in line with company strategy to optimize cost structure for the current market environment. 4/11/2018 Company has amendedNULL May 2015 credit agreement, temporarily waiving certain defaults. Vintage Capital will fully backstop 2/5/2018 Steel Partners filesNULL 13D (11.8%), states company rejected buyout amended $245 million rights offering at price of $2/share. offer in December of $6.00 per share in cash. 4/10/2018 Rights offering NULLamended, extended to April 30. CFO Jenny Apker 2/1/2018 Company announcesNULL Leslie Kass appointed as CEO, effective to retire effective June 1 for health-related reasons. Will remain immediately. Jim Ferland to serve as exec chair until June 30, as non-exec employee through Aug. 31, 2018 to assist transition 2018. New board committee will oversee continued to new CFO. Joel Mostrom is interim CFO. implementation of key initiatives. 3/27/2018 Company files prelimNULL proxy. 1/3/2018 The company agreesNULL to add three Vintage Capital (14.9%) directors to the board, and Vintage agrees to a voting 3/21/2018 Steel Partners amendsNULL 13D, discloses entry into confidentiality arrangement and restrictions on nominating agreement. Intends to fully exercise rights pursuant to offering directors/submitting proposals through commencement of the commenced on March 19 and, as discussed with board and nomination window for the 2019 AGM. Vintage Capital, willing to backstop up to $75M.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 17 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/12/2017 Vintage CapitalNULL Management (14.9%) converts from 13G to 13D, has identified potential candidates for lead independent director HopFed Bancorp, Inc. (HFBC) and CEO. Activist: Joseph Stilwell 10/27/2017 VIEX Capital raisesNULL stake to 8.4%. Meeting: 5/16/2018 Confirmed

10/11/2017 VIEX Capital (6.4%)NULL says board "must take immediate action to 4/10/2018 Settled. CompanyNULL will expand board and appoint Mark Alcott to monetize assets and make aggressive cost reductions." If not, board. VIEX may nominate candidates for board at 2018 annual meeting. 3/19/2018 Stilwell files prelimNULL proxy, amends 13D. Discloses March 12 agreements with nominee Mark Alcott and alternates Stephen Burchett and Edward Fanning. Believes Peck should be removed Brightcove, Inc. (BCOV) from CEO post and/or company should be sold. Activist: Edenbrook 2/26/2018 Stilwell amendsNULL 13D, demands board take action against Meeting: 5/16/2018 Confirmed company's attorneys (Edward Crosland of Jones Walker LLP and Greg Carter of Carter & Carter) for legal malpractice and seek 2/26/2018 Edenbrook (6.24%)NULL amends 13D. damages > $1M. 12/27/2017 Edenbrook (5.2%)NULL amends 13D, believes company worth at least 2/9/2018 Stilwell announcesNULL that the DE court awarded it $610,312 for 80-100% above current price and that the board will have attorneys' fees and expenses in connection with the removal of a multiple paths for creating value for all shareholders. "prejudicial" bylaw, and that it intends to nominate a director 7/26/2017 David MendelsNULL resigns as CEO and from board. Company names candidate and alternate at the 2018 AGM. president/COO Andrew Feinberg as acting CEO. 10/26/2017 Company announcesNULL Stilwell suit dismissed. 5/10/2017 Both incumbentNULL directors up for re-election receive affirmative 10/4/2017 Company disclosesNULL new bylaw amendments, including votes from ~51% of shares outstanding. clarifications to board qualification criteria. 5/8/2017 Tenzing urges withholdNULL vote on all directors at 2017 AGM and 5/9/2017 Company 10-QNULL discloses Stilwell complaint that alleges board calls for CEO's resignation. adopted certain bylaws to block Stilwell from nominating 3/17/2017 Kapoor resignsNULL from the board, citing a complacent, status quo- directors. supporting boardroom environment, and urges BCOV to pursue 5/5/2017 Stilwell amendsNULL 13D to disclose filing of Delaware lawsuit against an M&A transaction. company and individual directors. 2/5/2015 Tenzing (5.4%) NULLenters into standstill through the 2017 annual 5/2/2017 Board disclosesNULL letter response to Stilwell, board is forming a meeting. Tenzing designee Chet Kapoor is appointed to the special litigation committee to investigate the allegations raised board. in Stilwell's letter. 10/31/2014 Tenzing (5.2%) NULLfiles 13D.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 18 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/1/2017 Stilwell disclosesNULL letter alleging CEO conflict due to CEO 4/17/2018 Co-founder andNULL largest shareholder Elaine Wynn (9.2%) engagement in personal real estate transactions with publishes letter to the board calling for board refreshment. board/comp cmte chair. Intends to nominate a candidate and alternate for election at 2018 AGM. Progress Software Corp. (PRGS) 1/30/2017 Stilwell (9.5%) urgesNULL sale and makes public sharply critical letter Activist: Praesidium Investment Management to board. Meeting: 5/17/2018 Confirmed 11/21/2016 Stilwell files letterNULL sharply criticizing CEO John E. Peck. 3/7/2018 Praesidium disclosesNULL it has reduced ownership to <1% (1,000 5/25/2016 Stilwell amendsNULL 13D, urges the company to pursue a sale. shares), citing rise in stock price, cost cutting plans and changes 1/15/2014 Director PerkinsNULL added to the board. in company's M&A strategy & capital allocation. 12/11/2013 Stilwell (9.4%) filesNULL 13D/A indicating that if HFBC cannot earn an 10/24/2017 Company announcesNULL plan to add up to 2 directors. Says it will adequate return on equity within a reasonable timeframe, it consider candidates from those previously suggested by should be sold. dissident. 5/15/2013 AGM; dissidentNULL nominee Robert Bolton elected to the board. 9/15/2017 Praesidium reportsNULL decreased stake (8.8%), demands company add 5 board members (including 2 of its choosing) and end M&A Macquarie Infrastructure Corp. (MIC) strategy. Calls on chairman to resign. 8/2/2017 Praesidium (9.1%)NULL files amended 13D, has met with board to Activist: Moab Capital discuss ways to enhance TSR through internal initiatives and Meeting: 5/16/2018 Confirmed M&A. Will seek to continue discussions. 4/30/2018 Company issuesNULL public response to Moab's critique. Team, Inc. (TISI) 4/17/2018 Moab files exemptNULL solicitation announcing vote-no campaign against board, highlighting significant drop in MIC shares Activist: Engine Capital following Q4 2017 results. Meeting: 5/17/2018 Confirmed 2/22/2018 Company announcesNULL earnings 2/21, 30% dividend cut; stock 2/8/2018 Settled: board NULLsize increased from 7 to 9; Craig Martin and Brian drops 41%. Ferraioli appointed to board, and Engine Cap to name a board observer. Wynn Resorts, Ltd. (WYNN) 9/12/2017 Engine Capital NULLreleases public letter, urging company to form Activist: Elaine Wynn cost-cutting committee, hire operator as new CEO, refresh Meeting: 5/16/2018 Confirmed board. If not, wants to explore strategic alternatives. 8/9/2017 GAMCO increasesNULL stake to 9.3%. 4/30/2018 Elaine Wynn (9.2%)NULL files definitive proxy. 7/28/2017 GAMCO (7%) filesNULL 13D. 4/23/2018 Elaine Wynn filesNULL prelim contested proxy, launches withhold campaign on incumbent director John Hagenbuch. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 19 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 2/16/2018 Starboard amendsNULL 13D, reports 8.9% stake. Whitestone REIT (WSR) 2/1/2018 Catalus reducesNULL stake to 6.1%. Activist: Peter McMillan III/KBS Strategic Opport 1/11/2018 Starboard amendsNULL 13D, discloses reduced stake of 7.0%. Meeting: 5/17/2018 Confirmed 12/18/2017 Starboard ValueNULL (9.9%) files 13D, indicates that it may engage in 4/23/2018 KBS files shareholderNULL presentation and letter. discussions with the company. 4/12/2018 Dissident files definitiveNULL proxy. 11/13/2017 Catalus increasesNULL stake to 9.3%. 3/29/2018 Company files definitiveNULL proxy. 8/25/2017 Catalus (6.0%) NULLsays may communicate with mgmt and board 3/28/2018 Dissident (9.6%)NULL files prelim proxy, nominates 2 candidates about strategy, governance, members of mgmt team and board. (Kenneth H. Fearn, Jr. & David E. Snyder) for 3 board seats up for election. Also makes shareholder advisory proposal, Intrusion, Inc. (INTZ) recommending board de-classify itself. Activist: Maz Partners 3/19/2018 Company files prelimNULL proxy. Meeting: 5/18/2018 Confirmed

12/29/2017 McMillan (9.4%)NULL amends 13D. Following discussion with 2/16/2018 MAZ Partners filesNULL initial 13D disclosing 9.7% stake and Jan. 22 management over executive compensation, has nominated delivery of notice of intention to nominate Richard McGowan three. Also intends to seek approval for nonbinding board and Walter Schenker for election to two of five board seats at declass proposal. the 2018 AGM. 6/21/2017 McMillan amendsNULL 13D, reports 8.5% stake. 6/1/2017 Peter McMillanNULL III/KBS Strategic Opportunity REIT announces The Chefs' Warehouse, Inc. (CHEF) 7.1% stake, intends to seek dialogue with management about Activist: Legion Partners employee compensation arrangements. Meeting: 5/18/2018 Confirmed Cars.com, Inc. (CARS) 4/20/2018 John DeBenedettiNULL resigned from board, seat will not be filled. Activist: Starboard Value 1/16/2018 Settlement, expiresNULL 10 days before nominating deadline for 2020 Meeting: 5/18/2018 Confirmed AGM. Board increased from 10 to 12, Christina Carroll and David Schreibman to join. Board then reduces by one in 2018 and 3/22/2018 Settled. CompanyNULL will appoint 2 Starboard nominees (Michael 2019, until fixed at 10 immediately following 2019 AGM. Kelly & Bryan Wiener), plus one mutually agreed upon director 1/26/2017 Legion PartnersNULL owns 5.9% of shares. It does not believe stock is after 2018 AGM. Standstill expires before 2019 AGM. fairly valued and sees opportunities to improve EBITDA margins. 3/8/2018 Catalus reducesNULL stake to 4.97%. 2/23/2018 Starboard amendsNULL 13D, will nominate 4 directors at 2018 AGM: Meredith Adler, Michael Kelly, Bryan Wiener, and Gavin Molinelli.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 20 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018

tronc, Inc. (TRNC) Carrizo Oil & Gas, Inc. (CRZO) Activist: McCormick Media Activist: Kimmeridge Energy Mgmt Co. Meeting: 5/18/2018 Confirmed Meeting: 5/22/2018 Confirmed

4/23/2018 Newspaper publisherNULL McCormick Media (25.4%) files initial 13D. 4/5/2018 Company commentsNULL on Kimmeridge letter, believes that Engaging in discussions with other significant shareholders to executing development programs (Eagle Ford and Delaware potentially engage tronc on a cooperative basis. Basin) and strengthening balance sheet will reduce the valuation 4/13/2018 Former chair MichaelNULL Ferro to sell his 25.4% stake to media firm discount. McCormick Media, owned by the McCormick family. 4/5/2018 Kimmeridge EnergyNULL Mgmt (8.1%) believes company addressing big strategic challenges, but wants it to sell all/part of Eagle Ford Basic Energy Services, Inc. (BAS) basin within next 12 months; if not, should consider a sale. Activist: Silver Point Capital Meeting: 5/21/2018 Confirmed Cortland Bancorp (CLDB) Activist: Ancora Advisors 1/24/2018 Silver Point (12.6%)NULL amends 13D. Meeting: 5/22/2018 Confirmed 12/22/2017 Silver Point (13.7%)NULL amends 13D. 10/5/2017 Ancora files amendedNULL 13D, has engaged in and will continue 11/9/2017 Silver Point (15.4%)NULL amends 13D. discussions on capital structure, operations, and capital 7/3/2017 Silver Point CapitalNULL (18.8%) intends to talk with mgmt about allocation. No present plans. strategy, mgmt, corporate governance, etc. Front Yard Residential Corp. (RESI) AtriCure, Inc. (ATRC) Activist: Snow Park Capital Activist: Hudson Executive Capital Meeting: 5/22/2018 Confirmed Meeting: 5/22/2018 Confirmed 4/16/2018 Snow Park withdrawsNULL slate. Comfortable with company's 2/14/2018 Hudson ExecutiveNULL Capital raises its stake to 6.9%. strategic direction due to governance changes made in consultation with Snow Park, including with respect to board 1/24/2018 Hudson ExecutiveNULL Capital (5.6%) files initial 13D. Talking with composition. mgmt and board about strategic alternatives, including potential 3/30/2018 Company announcesNULL William Wall stepped down from board strategic partners. effective March 26, 2018. George McDowell appointed to board, will serve as audit cmte chair and member of comp cmte. Wade Henderson appointed to nomgov cmte.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 21 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/21/2017 Snow Park CapitalNULL (2.4% economic interest) says it intends to nominate directors at 2018 AGM; does not specify how many. MB Bancorp Inc. (MBCQ) Activist: Joseph Stilwell Jones Energy, Inc. (JONE) Meeting: 5/22/2018 Confirmed Activist: Q Global Management 2/21/2018 Company files 8-KNULL disclosing separate standstill agreements with Meeting: 5/22/2018 Confirmed Joseph Stilwell (9.5%) and Jeffrey Thorp (9.3%) effective through 4/17/2018 Company announcesNULL CEO Jonny Jones and President Mike 2019 AGM. Corissa Briglia and Thorp are appointed to the board. McConnell are terminated effective immediately. Jones to 2/20/2018 Company announcesNULL retirement of Barry Kuhne from the board continue serving as chair, McConnell as a director. Jeff Tanner is effective immediately. Kuhne appointed as director emeritus. appointed COO, will also serve as interim CEO. 2/14/2018 Q Global (7.94%)NULL announces that it acquired $45 million in Alder BioPharmaceuticals, Inc. (ALDR) principal amount of the company's 9.25% senior secured first Activist: Redmile Group lien notes due 2023. Meeting: 5/23/2018 Confirmed 2/6/2018 Settled, w/standstillNULL through 2018 AGM. Company expands board from 5 to 7. Robb Voyles steps down from board. 4/25/2018 Board appointsNULL Jeremy Green to serve as Class III director, until Company adds to board Scott McCarty of Q Investments, plus 2020 AGM. John Lovoi of JVL Advisors and Paul Loyd Jr. 3/26/2018 Redmile Group/JeremyNULL Green (9.99%) says may talk with board 11/29/2017 Q Global ManagementNULL (8.21%) files 13D, indicates that, during a and mgmt. about possible changes to board, management, or meeting with the company on Nov. 24, Q Global proposed that other alternatives to increase stockholder value. the board be expanded from five to seven members, four of whom would be initially appointed by shareholders. Avis Budget Group, Inc. (CAR) 11/27/2017 Company announcesNULL it has retained Credit Suisse to explore Activist: SRS Investment Management strategic alternatives. Meeting: 5/23/2018 Confirmed 11/9/2017 Q Global ManagementNULL (8.17%) files amended 13D. 4/16/2018 Settlement. PahwaNULL and Sparks appointed effective Apr. 20. 9/18/2017 Fir Tree Inc. (7.16%)NULL files 13D. Offers support for Q Global and Incumbents Viswanathan and Choi will both be included on states that it may seek discussions. company slate. Standstill expiring nlt Jan. 25, 2019. Board 9/14/2017 Q Global ManagementNULL (9.5%) files 13D, asks the company to hire reduced to 12 following AGM. a financial advisor to explore strategic alternatives. 3/23/2018 Dissident files preliminaryNULL proxy. 3/21/2018 Company prelimNULL proxy includes Viswanathan, Pahwa, Sparks, but not Choi. Also two new independents Francis Shammo and Glenn Lurie.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 22 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/21/2018 SRS responds companyNULL slate insufficient for satisfactory 11/15/2017 Misada (9.2%) NULLenters into non-disclosure agreement which refreshment, will continue to run original slate of 5. expires Dec. 14, 2017. 2/15/2018 SRS (14.7% plusNULL 16.0% in derivative exposure) intends to 9/18/2017 Misada reportsNULL 8.2% stake; will seek discussions with board. nominate existing board members Brian Choi and Sanoke Viswanathan and new nominees Matthew Espe, Jagdeep Pahwa, The China Fund, Inc. (CHN) and Carl Sparks at the 2018 AGM. Activist: City of London Investment Mgmt 1/16/2018 Company announcesNULL it has established a poison pill with 15% Meeting: 5/23/2018 Confirmed trigger, after standstill with SRS expired on Jan. 15, 2018. 1/16/2018 SRS (14.7%) saysNULL it was willing to extend standstill but not for 4/27/2018 City of London NULLreiterates belief that board has breached its "unreasonable" three-year term that company demanded. fiduciary duties. 5/4/2017 SRS amends 13D,NULL discloses stake of 9.9%, plus additional 19.3% 4/27/2018 China Fund letterNULL to shareholders discloses lower court ruled in derivative exposure. Parties amend and extend standstill by against their plaintiff's action. CF appealing to 2d Cir. CLIM not one year. granted prelim injunction in MD court. CF says litigation would end/AGM held if CLIM provides additional proxy materials. 1/23/2017 Board implementsNULL a one-year poison pill (10% trigger). SRS has a standstill agreement which expires Jan. 25, 2017. 4/20/2018 City of London NULLviews second postponement and bylaws change as effort to deprive shareholders of the right to vote. Says 1/19/2017 SRS discloses stakeNULL of 9.7%, plus 18.8% in derivative instruments. litigation is a waste of assets. Believes board is in breach of fiduciary duties. Ben Franklin Financial (BFFI) 4/19/2018 China Fund amendsNULL bylaws to confirm it can postpone Activist: Joseph Stilwell AGMs/hold on such date the board chooses. Postpones AGM a Meeting: 5/23/2018 Confirmed second time, from April 26 to May 23. Says "we may have to postpone the meeting again" if decision on case against CLIM 2/5/2018 Stilwell PartnersNULL (9.9%) believes company should be sold. still pending. 4/3/2018 China Fund announcesNULL it has sued City of London and other Papa Murphy's Holdings, Inc. (FRSH) defendants in federal court in New York City. Activist: Misada Capital 3/29/2018 City of London NULLfiles suit in Circuit Court for Baltimore County, Meeting: 5/23/2018 Confirmed Maryland regarding AGM postponement. Seeks injunction to certify 3/27 vote result and enjoin the fund from making further 3/21/2018 MFP (14.9%) amendsNULL 13D, reports increased stake. adjournments. 12/21/2017 Misada and MFPNULL (13.7%) enter settlement and 2-year standstill 3/26/2018 City of London NULL(27.2%) criticizes board's AGM postponement, with company. Board expanded from 9 to 10 directors, Jeff calls it self-dealing. Welch resigns from the board, and each of Misada and MFP appoint a designee. 3/23/2018 China Fund postponesNULL AGM from March 27 to April 26.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 23 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/16/2018 ISS recs FOR dissidentNULL on BLUE card. 3/27/2018 Casdin Capital (7.0%)NULL has talked with and will continue talking with mgmt, the board & other shareholders about alternatives 2/5/2018 Fund files definitiveNULL proxy, AGM date set at March 27, 2018. to maximize shareholder value. 1/31/2018 City of London NULL(26.9%) files definitive proxy. 1/18/2018 City of London NULLfiles preliminary proxy statement, nominating Good Times Restaurants, Inc. (GTIM) Reid and Silver and requesting termination of management Activist: Delta Partners/Prism Partners agreement with Allianz. Meeting: 5/24/2018 Confirmed 12/29/2017 City of London NULL(26.7%) delivers a letter to the company nominating Julian Reid and Richard A. Silver for election to the 3/12/2018 Settled. CompanyNULL will reduce board from 7 to 5 and nominate board at the 2018 AGM. new candidates Jobson and Maceda in addition to agreed incumbents Bailey, Hobak, and Stetson. 11/28/2017 City of London NULLincreases stake to 26.0%. 1/23/2018 Company disclosesNULL Jan. 19 response of Jobson and Stetson to 9/11/2017 City of London NULLsends a letter to the board and submits a company regarding prior disclosed resignation letters. proposal to terminate the fund's investment agreement. Asserts that the Board "has lost all credibility and that this Fund has no 1/16/2018 Company disclosesNULL Jan. 10 resignation letters of directors future." Charles Jobson and Robert Stetson, which the company claims contain incorrect allegations. Alan Teran appointed chairman of 8/30/2017 Vote fails to obtainNULL majority of outstanding shares; fund will the audit cmte. continue to be advised by Allianz Global Advisors. 1/8/2018 Delta amends 13D,NULL discloses Dec. 20 letter and books/records 8/11/2017 City of London NULLInvestment Mgmt (24.9%) opposes board's choice request. Wants refranchising of both Colorado brands and more to hire as investment manager Open Door Investment Mgmt. franchising in other states. Calls out alleged entrenchment Believes board should make vote tally public. efforts since board receipt of nomination letter. 11/14/2017 Delta says will nominateNULL 7 to board: Jobson, Stetson Bunge Limited (BG) (incumbent), Maceda, Kropp, Calavritinos. Wants to nominate Activist: Continental Grain Co. incumbents Bailey & Hoback, but they have not agreed to serve. Meeting: 5/24/2018 Confirmed 10/19/2017 Delta Partners NULL(7.3%) & Prism Partners (11.0%) already on board, want sustained emphasis on improving productivity. 3/5/2018 Continental GrainNULL Co. (1%) is preparing to push Bunge to explore Concerned about profitability. May nominate separate directors strategic options, WSJ reports. Continental received antitrust for 2018 annual meeting. approval to increase its stake. Bunge is in talks to sell itself to ADM, but progress slow. HomeStreet, Inc. (HMST) GenMark Diagnostics, Inc. (GNMK) Activist: Roaring Blue Lion Capital Activist: Casdin Capital Meeting: 5/24/2018 Confirmed Meeting: 5/24/2018 Confirmed 4/25/2018 Blue Lion files definitiveNULL proxy. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 24 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/17/2018 Company files definitiveNULL proxy 12/1/2017 Blue Lion membersNULL accept board's invitation to speak at next regularly scheduled meeting on Dec. 21. Intends to nominate >1 4/13/2018 Blue Lion files prelimNULL proxy for vote-no recommending votes director candidate at next AGM. against Scott Boggs and Douglas Smith, and against MSOP. 11/20/2017 Roaring Blue LionNULL (5.6%) has engaged and will continue to 4/11/2018 Blue Lion says willNULL undertake vote no campaign against directors. engage with mgmt. and the board about strategy, business, 4/3/2018 Company files prelimNULL proxy. management, board composition, potential asset sales, etc. 3/30/2018 King County (WA)NULL Superior Ct. rules in favor of company, allowing company to disqualify dissident director nominations. Navient Corp. (NAVI) 3/14/2018 Dissident disclosesNULL March 14 books and records request and Activist: Canyon Partners March 13 complaint (Superior Court of Washington, King Meeting: 5/24/2018 Confirmed County) seeking injunction to permit dissident's nominations. 4/30/2018 Employees' RetirementNULL System of Rhode Island solicits for its 3/9/2018 Dissident deliversNULL a letter to the board re certification of its shareholder proposal seeking greater disclosure of actions notice of intent to present proposals and nominate directors. Navient has taken to manage risks related to US student loan 3/5/2018 Dissident disputesNULL company's claim, says its 133-page crisis. nomination notice wholly complies with company bylaws and 4/9/2018 Company disclosesNULL April 4 bylaws amendment implementing includes every material piece of required information. proxy access: 3%/3 years/max group of 20. Maximum proxy 3/1/2018 Company declaresNULL that dissident's proposals and nominees are access nominees permitted cannot exceed greater of 2 or 20% of invalid, cites "at least 32" instances where they failed to meet the board (rounded down). requirements of bylaws. 4/4/2018 Canyon PartnersNULL (7.8%) intends to talk with mgmt. & the board 2/26/2018 Blue Lion (6.0%)NULL says it will present 3 shareholder proposals and about possible director nominees now that director John Adams nominate 2 candidates to HMST's board: Ronald Tanemura and is stepping down at 2018 AGM. Paul Miller. 1/25/2018 Timothy ChrismanNULL resigns from board; Mark Patterson joins Potbelly Corp. (PBPB) board. Activist: Privet Fund 1/17/2018 Blue Lion releasesNULL open letter to board, notes that board denied Meeting: 5/24/2018 Confirmed its request for 1 board seat. Says will be nominating people to board at 2018 AGM. 4/13/2018 Settled. CompanyNULL appoints Ben Rosenzweig to the board and expands from 9 to 10, effective immediately. 12/27/2017 Blue Lion (5.4%)NULL releases Dec. 21 presentation to board. Notes 5- year TSR near bottom of peers. Suggests company close 3/21/2018 Privet amends NULL13D, discloses books & records request and letter branches, avoid dilutive M&A. to the board expressing disappointment over board's lack of engagement in settlement discussions and reiterating willingness to enter discussions. 2/7/2018 Privet nominatesNULL 4 candidates. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 25 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/14/2017 Privet Fund (5.2%)NULL amends 13D, may nominate directors. 3/20/2018 L&B shareholderNULL letter says company should form special Unhappy with timing of new CEO hire: before reconstitution of committee for strategic review. Concerned by recent 2018 the board, during a strategic review process, and during a period EBITDA guidance 7% below FelCor projections. Will nominate 2 of public discord with large shareholders. instead of 4: Michelle Applebaum and Samantha Yablon. 12/1/2017 Company announcesNULL appointment of Alan Johnson as CEO, 2/20/2018 L&B shareholderNULL letter says board needs capital markets, capital effective Nov. 29, 2017. Board is increased to nine directors. allocation, operating, and REIT expertise. Has nominated four 10/26/2017 Kyle Mowery (5.3%NULL incl. GrizzlyRock and Vivaldi Group) asks directors for 2018 AGM. company to disclose steps taken by J.P Morgan as company's 2/14/2018 L&B sends letterNULL to the board expressing disappointment with financial advisor. Will continue to seek dialogue with mgmt and the appointment of Robert McCarthy to the board. Prior the board. submission of director candidates for 2018 AGM preserves 10/5/2017 Settled. CompanyNULL announces agreement with Ancora. Portfolio option to seek a slate. manager Joseph Boehm to be added to board. One year 9/6/2017 Land & BuildingsNULL (2%) says company should "immediately outline standstill. the value creation opportunity from the FelCor combination and 8/9/2017 Peter Bassi succeedsNULL former-CEO Aylwin Lewis as chairman of simultaneously run a true process to evaluate all strategic the board. alternatives." 8/4/2017 Company announcesNULL engagement of JP Morgan as financial advisor to assist in the review and development of strategic The Goldfield Corp. (GV) business alternatives. Activist: Mill Road Capital 7/18/2017 CFO Michael CoyneNULL appointed interim CEO. Meeting: 5/24/2018 Confirmed 6/22/2017 Reuters reportsNULL that Ancora (4%) writes letter to board, urging 4/13/2018 Mill Road (6.8%)NULL amends 13D. increased franchising of restaurants and possibly sale of 2/16/2018 Mill Road (5.6%)NULL files initial 13D. May engage in discussions, company. Says may nominate board candidates in 2018. though no specific plans

RLJ Lodging Trust (RLJ) Crius Energy Trust (KWH.UN) Activist: Land and Buildings Activist: JCP Meeting: 5/24/2018 Confirmed Meeting: 5/29/2018 Confirmed

4/23/2018 Company files definitiveNULL proxy. 4/30/2018 Trust and JCP announceNULL settlement agreement. One dissident 4/11/2018 Company files preliminaryNULL proxy. nominee, Ali Hedayat, will be put for election at upcoming meeting. Trust will nominate two new directors, Robert Gries, Jr. 4/10/2018 Company announcesNULL CEO succession. Ross Bierkan will retire, and Marcie C. Zlotnik. David Kerr will be retiring from board. effective Aug 22, 2018. Current COO/CFO Leslie Hale to become president and CEO. 4/19/2018 Company to putNULL forward governance amendments proposed by dissident for unitholder approval at the upcoming AGM. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 26 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/18/2018 Dissident proposesNULL changes to trust indenture, primary governing document of Crius, in order to provide protection and Pinnacle Foods, Inc. (PF) rights to unitholders. Activist: Third Point; JANA Partners 4/16/2018 Dissident allegesNULL entrenching behavior by the trust that did not Meeting: 5/30/2018 Confirmed produce up-to-date lists of beneficial holders at dissident 4/19/2018 JANA (9.5%) filesNULL initial 13D. Seeks engagement on operations, 4/3/2018 If elected, eachNULL JCP nominee committed to forego board cash capital structure, strategic alternatives. May seek board change. compensation. James C. Pappas and Ali Hedayat commit to Cooperation agreements signed with possible nominees James purchase USD$3 million worth of Crius units if dissident wins. Lawrence, Glenn Murphy, Diane Dietz. 3/26/2018 JCP (2.0%) expressesNULL concerns regarding under performance and 1/29/2018 TheStreet.comNULL also reports that Jana has increased its stake in poor capital allocation; issues circular to solicit support for four the company; speculates that either Jana or Third Point could dissident nominees: Lalit Aggarwal, Anu Dhir, Ali Hedayat and push for board seats or sale of the company. James C. Pappas. 1/26/2018 Reuters reportsNULL that Third Point has taken a stake and is pushing 3/2/2018 Trust commentsNULL on dividend payout ratio adjustments, its to meet with the company; says size of stake and intentions liquidity and borrowing rates. Trust also states that it has no unclear. association with Platinum Partners and that it changed auditors as routine business. Spark Therapeutics, Inc. (ONCE) 2/28/2018 Trust respondsNULL to statements in a blog posting by anonymous short seller. Activist: Childrens Hospital of Philadelphia Meeting: 5/30/2018 Confirmed

J. Alexander's Holdings, Inc. (JAX) 3/9/2018 Children's HospitalNULL of Philadelphia (10.7%) had a rep on board Activist: Marathon Partners until June 2017. Has engaged about adding back a rep. Meeting: 5/30/2018 Confirmed Disappointed w/corporate governance, including classified board, supermajority provisions. May withhold votes. 4/24/2018 Marathon (6.2%)NULL amends 13D, discloses Apr. 24 letter to the board restating desire for board refresh and strategic overview. Ironwood Pharmaceuticals, Inc. (IRWD) Also wants reconsideration of advisory agreement with Black Knight Advisory Services. Activist: Sarissa Meeting: 5/31/2018 Confirmed 4/20/2018 Company files definitiveNULL proxy. 3/1/2018 Marathon (6.8%)NULL amends 13D, discloses Feb. 27 letter to the 5/2/2018 Company files definitiveNULL proxy. board. Following failure of the 99 Restaurants deal, wants 4/16/2018 Company files prelimNULL proxy for contested AGM. strategic overview that is overseen by new, independent 4/9/2018 Company announcesNULL Sarissa (2.2%) has nominated Sarissa CIO directors. Alex Denner to the board.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 27 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 10/2/2017 L&B releases openNULL letter to board, criticizing bylaw change, SPS Commerce, Inc. (SPSC) saying it further disenfranchises shareholders. Activist: Legion Parnters; Ancora Advisors 9/29/2017 Board amends NULLbylaws to adopt an exclusive venue provision Meeting: 5/31/2018 Confirmed (U.S. court in Michigan).

3/16/2018 SPS enters intoNULL agreement with Legion Partners and Ancora 8/7/2017 L&B issues publicNULL letter criticizing board and company Q2 Advisors. Three new directors will be added and the board will performance. be reduced from 10 to 9 members. Voting and standstill 7/27/2017 L&B announcesNULL discontinuation of solicitation, proposes Charles provisions through 2019 AGM. Elson and David Contis should be considered by the board as director candidates. Taubman Centers, Inc. (TCO) 7/26/2017 Company announcesNULL updated plans for board reform: two new Activist: Land and Buildings directors by the 2018 AGM, one additional new director by the 2019 AGM, a like number of director retirements, and Meeting: 5/31/2018 Confirmed declassification initiating at the 2018 AGM and complete by 4/30/2018 Company files definitiveNULL proxy. 2020. 4/25/2018 L&B files definitiveNULL proxy. 6/30/2017 L&B files definitiveNULL consent solicitation to call special meeting. Intends to set Aug. 4 as goal for submission of written requests. 4/16/2018 Company files prelimNULL proxy. 6/12/2017 L&B issues publicNULL letter, files preliminary consent solicitation to 4/5/2018 L&B files prelimNULL proxy. call special meeting and advisory votes on: board declass, full 3/21/2018 L&B issues publicNULL letter, suggests board can avoid second proxy board election in 2018, and replacement of three incumbents by contest from L&B by appointing Litt and forming independent 2018 AGM. committee to phase out Series B shares. 6/1/2017 Management slateNULL elected to board. L&B issues press release 3/2/2018 L&B says will nominateNULL 1 director at 2018 AGM, introduce that majority of non-affiliated shareholders voted in favor of the resolution to convert series B convertible pfd stock, mainly dissidents, L&B will continue to pursue E.D. Mich suit to curtail owned by Taubman family members, into common stock at Series B voting power. ~32% premium to value stated in 10-K. 5/30/2017 Company announcesNULL commitment to take action on accelerated 11/13/2017 Bloomberg reportsNULL Elliott (3.8%) has initiated a stake and is board refreshment and declassification no later than the 2018 pushing for changes, including exploring a sale, according to annual meeting. unidentified sources. 5/22/2017 ISS recommendsNULL FOR all dissident nominees (Elson and Litt) and 11/9/2017 Company announcesNULL departure of Graham Allison and Peter uncontested management nominee Marakovits on the GOLD Karmanos from the board. Mayree Clark and Michael Embler proxy card. appointed effective Jan. 16, 2018. Company amends bylaws to fully declassify board by 2020.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 28 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/17/2017 L&B files complaintNULL in Eastern District of Michigan alleging breach of the company's charter and false and misleading Akamai Technologies, Inc. (AKAM) statements/omissions in the proxy regarding the Taubman Activist: Elliott Associates family's ownership and voting power. Meeting: 6/1/2018 Confirmed 5/8/2017 Company postsNULL shareholder presentation. 3/9/2018 Settlement. CompanyNULL agrees to add 2 nominees designated by 5/1/2017 L&B posts shareholderNULL presentation. Elliott. Standstill which expires prior to nominating deadline for 4/20/2017 Company files definitiveNULL proxy. 2019 AGM. 4/19/2017 L&B sends shareholderNULL letter arguing management decisions 1/9/2018 Bloomberg reportsNULL the company has hired Morgan Stanley to over last 5 years/4 projects have cost shareholders $1 bn in explore strategic alternatives including a potential sale, says no losses and $1.7 bn in missed opportunities for value creation. decisions made. 4/18/2017 L&B files definitiveNULL proxy nominating Charles Elson and Jonathan 12/15/2017 Elliott (6.5%) filesNULL initial 13D, believes company is undervalued Litt. despite having a significant competitive advantage. Intends to engage regarding strategic and operational opportunities to 4/14/2017 Company files prelimNULL proxy. maximize value. 3/24/2017 L&B files prelimNULL proxy. 3/2/2017 L&B nominatesNULL Charles Elson and Jonathan Litt to the board. Immersion Corp. (IMMR) 1/24/2017 L&B releases openNULL letter to independent directors, says willing to Activist: VIEX; Raging Capital nominate new directors for 2017 annual meeting. Meeting: 6/1/2018 12/16/2016 L&B highlights NULLUllman's role as director in 2003, when board 1/23/2018 VIEX (7.1%) demandsNULL to inspect certain books & records of to rebuffed offer from Simon Property Group, and points out assess whether board has breached its fiduciary duties to Buckley lacks public board experience. stockholders by failing to keep themselves reasonably informed. 12/15/2016 Company appointsNULL Mike Ullman as lead director and adds Cia Company rejects demand. Buckley Marakovits as a new director. 1/4/2018 Company refusesNULL to appoint VIEX's representatives to board. 10/24/2016 L&B issues pressNULL release asserting that reduction in board size 12/29/2017 VIEX requests immediateNULL appointment to board of violates charter and was possible entrenchment tactic. representatives Steve Domenik and Eric Singer. 10/18/2016 L&B (<1%) urgesNULL board to hold Taubman family accountable for 12/19/2017 Raging (16.3%)NULL amends 13D. discount to NAV, inferior operating performance, and poor capital allocation decisions. L&B calls for board refreshment and 12/8/2017 Raging (14.8%)NULL amends 13D. a possible sale. 12/7/2017 VIEX (6.3%) amendsNULL 13D, discloses proposed nomination of two 9/30/2016 Director WilliamNULL Parfet resigns; company reduces board size directors in light of the company's weak performance stemming from nine to eight. from governance, operating, and oversight issues. Also wants swift appointment of an independent CEO.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 29 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/4/2017 Raging (13.4%)NULL amends 13D, discloses intent to "strongly encourage the [board] to move quickly in hiring a new CEO," Streamline Health Solutions (STRM) following the appointment of Chariman Schlachte as interim CEO. Activist: Harbert Discovery Fund 5/12/2017 Raging Capital (9.8%)NULL files 13D indicating it may take positions Meeting: 6/1/2018 regarding or make proposals with respect to the company's business, strategies, and corporate governance. 1/23/2018 Harbert (9.2%)NULL representative Kenan Lucas added to board on Jan. 18. 4/18/2017 Company files defNULL proxy, includes proposal to amend certificate of incorporation to declassify the board. 10/24/2017 Harbert reportsNULL increased stake of 9.2%. 2/6/2017 Settled. VIEX (7.1%)NULL to get one director (Daniel P. McCurdy), and 10/5/2017 Harbert reportsNULL increased stake of 8.2%. company agrees to hold binding vote at 2017 annual meeting 9/15/2017 Harbert (6.2%)NULL discloses stake and states that it has and will about de-classifying board. VIEX agrees to a standstill that continue to hold discussions with the company on issues expires before the 2018 meeting. including strategy, board composition and leadership, and 12/27/2016 VIEX (8.1%) deliversNULL letter nominating Michael Bartholomeusz, corporate governance, among other topics. May push for board Anurag Gupta, and Daniel P. McCurdy as directors. representation. 11/4/2016 Board files amendedNULL bylaws. Telaria, Inc. (TLRA) 9/7/2016 Company appointsNULL Nancy Erba as CFO. Activist: Edenbrook Capital 8/25/2016 VIEX increases NULLstake to 9%, may seek board representation. Meeting: 6/1/2018 Confirmed 6/24/2016 VIEX (5.7%) filesNULL 13D. 3/6/2018 Edenbrook CapitalNULL (5.4%) has and will continue to talk with mgmt. and board about business, management, capital Lowe's Companies, Inc. (LOW) structure, board members, strategic alternatives, etc. Activist: D.E. Shaw Meeting: 6/1/2018 Confirmed Viridium Pacific Group Ltd. (VIR) 3/26/2018 Company announcesNULL chairman/CEO Robert Niblock will resign, Activist: E and R Holdings though he will stay in those roles until a successor in place. Meeting: 6/4/2018 Confirmed Company initiating search for new CEO. 4/10/2018 Company announcesNULL appointment of Dan Echino and Sean 1/19/2018 Settled. D.E. ShawNULL gets 3 representatives on board: David MacNeil as board members. Batchelder, Lisa Wardell, Brian Rogers. 4/3/2018 Company sets shareholderNULL meeting date for June 4, 2018 and 1/12/2018 CNBC reports thatNULL D.E. Shaw has built an active stake in provides corporate update. company, concerned about its performance relative its peers.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 30 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/19/2018 Dissident disclosesNULL shareholders that may be considered joint 3/27/2018 Company announcesNULL it is seeking successor for CEO/chairman actors with E&R, which is controlled by Robert Howard and and is seeking to add up to 2 new, independent directors to Viridium Blue Investments Ltd. In aggregate such concerned board. shareholders hold about 30% of outstanding shares. 3/23/2018 Kanen announcesNULL it will nominate 4 directors at 2018 AGM. 3/13/2018 E&R Holdings (8.4%)NULL announces meeting requisition to fix 3/6/2018 Kanen increasesNULL stake to 7.9%. number of directors at 6, remove Steve Serenas, and elect Sean MacNeil and Dan Echino as directors. 3/5/2018 Company announcesNULL resignation of CFO Mark Weinswig. Former CFO Thomas Murphy will rejoin as interim CFO effective March 3/8/2018 Company advisesNULL that a group of 4 shareholders requested 5, 2018. appointment of Sean MacNeil as additional director. Due to significant aggregate ownership of the shareholder group it can 2/22/2018 Kanen (6.5%) filesNULL initial 13D. Intends to engage on strategic and materially affect control of the company. operational issues, including ways to accelerate commercialization. No specific plans. Aqua Metals, Inc. (AQMS) Activist: Kanen Wealth Management Hawthorn Bancshares, Inc. (HWBK) Meeting: 6/5/2018 Confirmed Activist: Ategra Capital Management Meeting: 6/5/2018 Confirmed 4/24/2018 Dissident files defNULL proxy. 4/4/2018 Ategra Capital (6.5%)NULL sends letter to board, saying it is 4/23/2018 Kanen announcesNULL Sushil Kapoor to replace David Kanen as withdrawaing support from board and urging it to explore nominee. strategic alternatives. 4/17/2018 Company files defNULL proxy. 1/13/2017 Ategra files 13D,NULL discloses 6.3% stake. 4/16/2018 Kanen questionsNULL appointment of Frank Knuettel as CFO, noting 12/22/2016 Ategra sends privateNULL letter to company, submits shareholder his former company Marathon declined by over 90% in the past proposal to split CEO/Chair role. 40 months. 4/12/2018 Company announcesNULL appointment of Frank Knuettel as CFO. Ladder Capital Corp. (LADR) 4/11/2018 Kanen files prelimNULL proxy, nominating 5 directors at 2018 AGM. Activist: Related Fund Management 4/3/2018 Company files prelimNULL proxy. Kanen adds Shariq Yosufzai to Meeting: 6/5/2018 Confirmed director slate. Wants board to hold off on material decisions (eg appointment of new CEO) until after 2018 AGM. Open to 4/17/2018 Related (7.4%) NULLamends 13D. Company has refused to provide retaining one or more incumbent independent directors on the confidential information. Related has withdrawn acquisition board. proposal as a result. 4/2/2018 Company announcesNULL Stephen Clarke and Selwyn Mould have 2/2/2018 Ladder and RelatedNULL enter into confidentiality agreement in informed they will not stand for reelection at 2018 AGM. connection with possible negotiated transaction.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 31 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 1/25/2018 Ladder declinesNULL $15.00 per share offer from Related. 2/5/2018 Rishi Garg will notNULL stand for re-election at 2018 AGM. Engaged will propose a new director and vote for other 2 incumbents up 1/16/2018 Related (8.2%) NULLoffers to acquire the company for $15.00 per for re-election. Engaged may also propose 1 more director. Co. share, in letter delivered on Jan. 15 to company's board. agrees to end poison pill by Feb. 28. 11/11/2017 Related (8.2%) NULLamends 13D. 1/19/2018 Vintage CapitalNULL (5.9%) enters into confidentiality agreement and 3/13/2017 Related Fund ManagementNULL (7.8%) files 13D, will seek discussions standstill in connection with possible transaction with company, that may include options for strategic alternatives. lasting through Jan. 17, 2019. 1/2/2018 CEO Mark SpeeseNULL resigns, effective immediately. Board member OHA Investment Corp. (OHAI) (2017 dissident nominee) Mitch Fadel becomes CEO and remains Activist: Etude Capital on board; Fadel was president of RCII 2000 - 2015. Meeting: 6/5/2018 Confirmed 12/21/2017 Board agrees toNULL de-classify, such that all directors will be up for election annually, starting with 2019 AGM. Engaged endorses 4/13/2018 Etude amends NULL13D, discloses April 11 confidentiality agreement this decision. in connection with a possible negotiated transaction. Eighteen month standstill. 11/8/2017 Board rejects VintageNULL Capital's $13/shr. offer and request of 30 days of exclusive negotiations. 4/4/2018 Etude (8.5%) amendsNULL 13D. 11/3/2017 Vintage CapitalNULL revises its bid to $13/shr. 3/26/2018 Company announcesNULL it has retained Keefe, Bruyette & Woods as its financial advisor to explore alternatives. 10/30/2017 Board starts processNULL of exploring strategic and financial alternatives; chairman Steven Pepper resigns from board 2/14/2018 Etude (7.4%) amendsNULL 13D, indicates that it continues to engage because he disagrees with this decision. with the company and has voiced opposition to any capital raises by the that are dilutive to NAV. 8/4/2017 Mark E. DenmanNULL resigns as Exec VP of Acceptance Now business. 12/19/2017 Etude (6.1%) amendsNULL 13D. 7/25/2017 Reuters reportsNULL that company received offers from HIG Capital and Lone Star Funds as early as March 2017. 9/29/2017 Etude (8.2%) willNULL seek discussion re: co's "unsustainable overhead" and share price persistently trading at a discount to 7/25/2017 Marcato demandsNULL RCII put itself up for sale. NAV. Attributes problems to co's "lack of scale as a publicly- 7/11/2017 Vintage CapitalNULL announces bid of $15 per share. traded business development company." 6/19/2017 Engaged releasesNULL letter, criticizing company's delays in seating the three new dissident directors and the new chairman's two- Rent-A-Center, Inc. (RCII) month vacation until August. Activist: Engaged; Vintage; Marcato 6/8/2017 All three dissidentNULL nominees elected. Meeting: 6/5/2018 Confirmed 5/27/2017 ISS recommendsNULL FOR dissident candidates Fadel and Hetrick, and 2/9/2018 Engaged (16.9%)NULL amends 13D. WITHHOLD on Brown on BLUE card. 5/17/2017 Company files shareholderNULL presentation.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 32 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/10/2017 Company announcesNULL appointment of Joel Mussat as COO. 2/14/2017 Engaged issuesNULL a public letter calling on board to immediately commence a strategic alternatives review process. 5/2/2017 Engaged files shareholderNULL presentation. 1/31/2017 Engaged (9.9%)NULL files 13D; plans to continue to have discussions 4/27/2017 Company files definitiveNULL proxy, with June 8 meeting date and with board. April 24 record date. 4/25/2017 Engaged beginsNULL litigation to restore record date, states it will not Acacia Research Corp. (ACTG) pursue takeover bid. Activist: Sidus Investment Management, BLR Par 4/24/2017 Company changesNULL record date from 4/10 to 4/24. Meeting: 6/6/2018 4/20/2017 Engaged files def.NULL proxy nominating 3, withdraws nomination of McFate. Believes parallel strategic review still imperative. 4/10/2018 Sidus says it wasNULL informed that company is cancelling previously set April 9 record date and June 7 meeting date and setting a 4/17/2017 Engaged withdrawsNULL nomination of William Butler. To the extent new record date of May 10, but no meeting date. that only 3 seats are up for election, Engaged will withdraw one more of its remaining 4 nominees. 4/5/2018 Sidus files preliminaryNULL proxy. 4/11/2017 Company files preliminaryNULL proxy. 4/3/2018 Sidus says appointmentNULL of new directors to terms not expiring until 2019/20 was hasty entrenchment move, similar to 2016/17 4/10/2017 Bloomberg reportsNULL Marcato (4.9%) wrote to board urging appointments of Frank Walsh and James Sanders. Says Davis and immediate strategic review, and that sale of the entire company Falzone lack record of public board experience. likely offers the best alternative for shareholders. 4/2/2018 Company files preliminaryNULL proxy, appoints Joe Davis and Paul 4/10/2017 Company announcesNULL new strategic plan to improve operations. Falzone to board. Interim CEO Mark Speese appointed to serve as CEO. 3/21/2018 Company and Sidus/BLRNULL trade public statements regarding 4/3/2017 Engaged files preliminaryNULL proxy. Nominates five to stand for dissidents' concerns. three seats. 3/20/2018 Sidus (4.1%) concernedNULL by company's strategic direction, value 3/31/2017 Engaged increasesNULL to 16.9%. destruction, and governance, particularly after August 2016 3/25/2017 Company adoptsNULL poison pill with threshold of 15% ownership appointment of Louis Graziadio as exec chair. Will nominate expiring Mar. 20, 2020, subject to shareholder approval. Current Clifford Press and Alfred Tobia for 2018 AGM. holders of 15% or more will be grandfathered. 3/19/2018 Company announcesNULL March 8 receipt of notice from Sidus 3/15/2017 Engaged (13.7%)NULL amends 13D, enters joinder agreement with Investment Management and BLR Partners of intention to Engaged nominees. nominate 2-3 director candidatesfor 2018 AGM. 2/23/2017 Engaged requestsNULL company hire financial advisor and explore all strategic alternatives, including sale. Nominates 5 directors Alaska Communications (ALSK) (Mitchell Fadel, Ken Butler, Jeffrey Brown, Carol McFate and Activist: Karen Singer; Aegis Financial Christopher Hetrick). Meeting: 6/6/2018

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 33 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/30/2018 Dissident disputesNULL validity of company's rejections, says will 8/1/2017 Company to replaceNULL Jonathan Bush as chairman and cut $100 begin legal proceedings, says open to settle. million in costs. 4/27/2018 Company files prelimNULL proxy. 5/18/2017 Elliott files 13DNULL disclosing stake of 1.0%, plus an additional 8.3% in derivatives. Seeks discussions. 4/26/2018 Company rejectsNULL dissident's nomination notice as being deficient. 4/24/2018 Singer amends NULL13D, continues to engage and wants to acquire Insignia Systems, Inc. (ISIG) an additional 10% of shares or backstop up to $15M of convertible preferred stock at $2 per share. Submitted a term Activist: Groveland Group/Air T sheet on April 24 for consideration by the company. Meeting: 6/6/2018 2/9/2018 Aegis (5.43%) amendsNULL 13D. 3/26/2018 AirT/GrovelandNULL (31.5%) offers 2 year standstill. Will buy no more 2/9/2018 Singer demands,NULL pursuant to DGCL Section 220, a list of than 38% of stock w/o paying 15% premium. Requests 1 board stockholders. seat out of 5 person board, removal of directors Zaballos and Zenz. Supports CEO Kristine Glancy. 2/9/2018 Karen Singer saysNULL will nominate 3 directors at AGM: Steven Singer, Wayne Barr, Jr. and Patrick Doyle. 1/22/2018 Air T (26.3%) reportsNULL increased stake. 2/9/2018 Singer delivers NULLletter to the board nominating three directors. 1/16/2018 Air T (16.3%) andNULL Groveland (3.6%) report increased stake. 1/8/2018 Company adoptsNULL of poison pill with 5% threshold. 12/11/2014 Jacob J. BerningNULL appointed as independent director nominated by Air T. 1/8/2018 Company independentNULL director Shawn O'Donnell resigns; company shrinks board from 7 to 6 directors. 11/8/2014 Company signsNULL standstill agreement with Groveland/Air T, agrees to increase board size from 6 to 7 and elect Air T CEO 12/21/2017 Aegis Financial NULL(6.4%) says may talk with mgmt. and board about Nicholas Swenson and a future Air T nominee to the board. strategic direction, exec comp, board representation, etc. 8/15/2014 Groveland Group/AirNULL T (13.5%) files 13D indicating it may hold 12/15/2017 Singer (5.0%) filesNULL initial 13D, has engaged with the company to discussions with company, possibly promoting sale or transfer of urge a sale of the business or certain assets to maximize value. assets. May seek seats.

athenahealth, Inc. (ATHN) UFP Technologies, Inc. (UFPT) Activist: Ancora Advisors Activist: Elliott Associates Meeting: 6/6/2018 Confirmed Meeting: 6/6/2018 Confirmed 2/15/2018 Ancora (7.6%) amendsNULL 13D. 2/7/2018 Jeffrey Immelt NULLto be named chairman. 1/5/2018 Ancora AdvisorsNULL (6.4%) files 13D, intends to hold discussions on 11/27/2017 Company announcesNULL Marc Levine to replace Jack Kane as CFO, strategic and operational matters, including a sale of the effective Jan. 2, 2018. company or certain businesses/assets. 9/5/2017 Board expandsNULL from 9 to 10, adding IDEXX CFO Brian McKeon. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 34 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/20/2018 Settlement. CompanyNULL will appoint 3 new directors immediately AmBase Corp. (ABCP) (2 Shah, 1 Vintage) and will consider appointing up to 2 more at Activist: IsZo Capital Management a later date. Company will also commence a tender for common Meeting: 6/7/2018 Confirmed stock. 3/19/2018 Vintage CapitalNULL (14.8%) and Shah Capital (17.0%) convert from 2/21/2018 IsZo (23.8%) suingNULL Chairman/CEO Richard Bianco and other separate 13G to joint 13D filers with combined 31.8% position. directors/officers in NY State Supreme Court. Seeking prohibition Disclose Vintage's March 7 nomination of a full slate "in order to on sale of 111 West 57th Street (company's principal asset) preserve its rights as a stockholder" for 2018 AGM. without disinterested shareholder consent. Aegean Marine Petroleum (ANW) Cadiz, Inc. (CDZI) Activist: Committee for Aegean Accountability Activist: Water Asset Management Meeting: 6/8/2018 Meeting: 6/7/2018 3/27/2018 Company announcesNULL expiration and termination of the HEC 3/26/2018 Water Asset ManagementNULL (12.8%) says have talked & will share purchase agreement. continue talking to board and mgmt about business, management, capital structure and allocation, corporate 3/13/2018 Court issues TRONULL in favor of plaintiff, temporarily restrains governance, board composition, strategic alternatives, etc. company from taking any further steps in acquiring HEC. 3/8/2018 RBM Holdings LLCNULL (principal Tyler Baron) files complaint in SDNY Radisys Corp. (RSYS) seeking TRO to enjoin HEC purchase. Activist: VIEX Capital 3/7/2018 Committee forNULL Aegean Accountability/Tyler Baron (12.7%) amends 13D. Meeting: 6/7/2018 1/31/2018 Committee forNULL Aegean Accountability/Tyler Baron (12%) 3/15/2018 Company announcesNULL postponement of AGM until September nominates Raymond Bartoszek, Donald Moore, David Kirshner, 2018. Also discloses qualification deficiency letter from NASDAQ. and Tyler Baron for election to the board at the 2018 AGM. 3/14/2018 VIEX (4.8%) makesNULL 13D exit filing. 12/20/2017 Committee forNULL Aegean Accountability/Tyler Baron (12%) says 12/6/2017 VIEX amends 13D,NULL reports 8.1% stake. will nominate 4 directors at 2018 AGM, cites conflicts of interest, poor financial management and inadequate governance 8/24/2017 VIEX Capital (EricNULL Singer) files initial 13D, reports 5.9% stake, says practices. no current plans. Bandag, Inc. (PAR) Vitamin Shoppe, Inc. (VSI) Activist: Above Par Committee/Voss Capital Activist: Vintage Capital Management, Shah Capi Meeting: 6/8/2018 Confirmed Meeting: 6/7/2018

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 35 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/23/2018 Company files defNULL proxy. 1/30/2017 Land and BuildingsNULL sends open letter to shareholders, criticizes board interlocks and underperformance. Calls for special 4/16/2018 Above Par Committee/VossNULL pleased with appointment of committee to evaluate strategic alternatives; special meeting to recommended director candidate Savneet Singh. put entire board up for vote. 4/12/2018 Company announcesNULL appointment of Savneet Singh to the board. 12/6/2016 Settled: upon recommendationNULL of special committee of 2/2/2018 Above Par Committee/VossNULL Capital (6.9%) may talk with board, independent Class A directors, board to present proposal to mgmt. and other shareholders about board composition, eliminate dual-class stock structure at 2017 AGM and adopt potential business combinations or dispositions. majority voting standard. Scopia signs Voting and Support Agreement thru 7/31/17. Forest City Realty Trust, Inc. (FCE.A) 10/26/2016 Company statesNULL that parties examining merits of eliminating Activist: Scopia Capital Management/Starboard dual-class share structure unable to reach an agreement on Meeting: 6/8/2018 mutually acceptable terms. 8/10/2016 Scopia deliversNULL presentation to board urging company to 4/17/2018 Scopia (8.3%) recommendsNULL Jerome Lande as its additional eliminate dual-class stock structure. nominee. 6/6/2016 Scopia Capital ManagementNULL LP reports 7.4% stake in company. 4/3/2018 Starboard (5.7%)NULL recommends Gavin Molinelli as its additional States shares are undervalued. nominee. 3/22/2018 Company says NULLran full strategic review process, signed 18 Gogo, Inc. (GOGO) confidentiality agreements, rejected $25.00/shr. offer but would've accepted $25.50/shr. plus dividends through closing. Activist: Senator Investment Group Meeting: 6/8/2018 Confirmed 3/22/2018 Settlement withNULL Scopia (8.3%) and Starboard (3.0%). 9 directors resign, 5 new apptd, plus 1 more each from Scopia & Starboard. 3/19/2018 Senator InvestmentNULL Group (6.5%) converts from 13G to 13D Ratner family to appt 2, not 4 directors. 13 person board, 11 filer. May seek discussions. indep. Standstill ends before 2019 AGM. 5/26/2017 ISS recs FOR eliminationNULL of dual class. NTN Buzztime, Inc. (NTN) 4/25/2017 L&B urges companyNULL to consider a sale. Activist: Sean Gordon 2/28/2017 Land and BuildingsNULL criticizes company for lack of changes despite Meeting: 6/8/2018 Confirmed shareholders agreeing to pay controlling family $120 million to 2/5/2018 Sean Gordon (8.8%)NULL asks board to nominate himself as director give up super voting B shares; argues NAV should be closer to and grant shareholders the ability to directly access company's $31.00. proxy materials; says concerned with company's sales strategies 2/3/2017 Scopia reports NULL9.8% stake. and stock price.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 36 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 2/20/2018 Company announcesNULL termination of co-founder and largest PDL BioPharma, Inc. (PDLI) shareholder Penny Green (12.3%) as President/COO. Green will Activist: SevenSaoi remain on board and CEO will assume Green's previous Meeting: 6/8/2018 Confirmed executive duties. 4/9/2018 Company files preliminaryNULL proxy. MabVax Therapeutics Holdings (MBVX) 4/9/2018 SevenSaoi CapitalNULL (1.7%) publishes letter to the board. Wants Activist: John Stetson/HS Contrarian Investments large share buybacks. Nominated Shlomo Yanai, Georgia Erbez, Meeting: 6/12/2018 and Michael Cole on March 8. Yanai was later added to company slate. Intends to withdraw slate at 2018 AGM. 2/13/2018 Barry Honig (4.99%)NULL files 13D, echoes Stetson's concerns and intentions. Glance Technologies, Inc. (GLNNF) 2/12/2018 Stetson/HS ContrarianNULL (4.99%) files 13D, may engage, in Activist: Penny Green particular on board composition and options for increasing shareholder value. Meeting: 6/12/2018 Confirmed 5/1/2018 Management circularNULL goes definitive. Performant Financial Corp. (PFMT) 4/20/2018 Company cautionsNULL shareholders of dissident track record. Activist: Mill Road Capital 4/18/2018 Company announcesNULL adoption of new corporate governance Meeting: 6/12/2018 Confirmed initiatives and removal of non-independent director Penny 1/29/2018 Mill Road (6.8%)NULL files 13D, may seek discussions re markets, Green from two board committees. operations, competitors, prospects, strategy, personnel, 4/12/2018 Company questionsNULL biographical information of John LoGiudice, directors, ownership, and capitalization. one of dissident nominees. 1/24/2018 Philadelphia FinancialNULL Management (5.6%) amends 13D, reports 3/12/2018 Company sets dateNULL for AGM of shareholders at June 12, 2018. trim of position. 2/27/2018 Company announcesNULL adoption of advance notice policy and formation of special committee. Resonant, Inc. (RESN) 2/23/2018 Husband/wife CEONULL Desmond Griffin and CTO Angela Griffin say Activist: Park City Capital they supported Green's termination. Green and Angela Griffin Meeting: 6/12/2018 Confirmed are sisters. 4/2/2018 Settled. IncumbentsNULL Hammond, Joseph, and Kornfeld won't 2/21/2018 Green announcesNULL meeting requisition to replace 3 of 5 stand for reelection. Brett Conrad, Alan Howe, Jack and Josh incumbents (Herrington, Topham, and Timlick) who lack relevant Jacobs to be nominated by company. Strategy committee will be expertise and are not aligned with shareholders. Company says disbanded. Michael Fox and/or Alan Howe will serve on the 3 requisition was submitted after Green's termination as an officer. key cmtes.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 37 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/6/2018 Park City (5.2%)NULL announces nomination of 6 directors. Cites 4/25/2018 Dissident HerschelNULL Segal, 46.23% stakeholder via RDI, founder of repeated dilutive financings, exclusion from meetings of Park the company and a director until March 5, 2018, proposes slate City's director (Fox), excessive exec. comp. Believes selling of 7 nominees to replace maj. of the board. Criticizes poor company may produce better outcome. operating decisions and unproductive leadership. 10/6/2017 Park City announcesNULL intent to run full slate for 2018 AGM. 4/3/2018 Three shareholders,NULL with aggregate holdings of about 37%, Believes board lacks sufficient alignment, contributing to express serious concerns over RDI proposed director slate and excessive exec comp & dilutive financings; notes its rep excluded other recent RDI announcements. from board review. Believes co should sell itself. 3/27/2018 Company statesNULL that RDI has been represented on board since 8/18/2017 Park City (7.2%)NULL amends 13D, discloses that its board rep IPO in 2015 and has been instrumental in selecting and guiding Michael Fox has expressed that the company's stock is management team until Segal resignation. undervalued and a better outcome for shareholders might be 3/22/2018 Company acknowledgesNULL receipt of a letter from Rainy Day achieved by pursuing a sale. May take further actions. Investments (RDI), a 46% shareholder, which is controlled by Segal, announcing dissident slate of directors. School Specialty, Inc. (SCOO) 3/8/2018 Co-founder HerschelNULL Segal resigned as director, will explore Activist: Mill Road Capital privatization transaction for DTEA. Lorenzo Salvaggio, officer of Meeting: 6/12/2018 Confirmed RDI (a holdco controlled by Segal), resigned as director. Strategic process updates announced Dec. 7, 2017. 11/16/2017 Mill Road CapitalNULL (21.3%) intends to talk with board and mgmt about operations, strategy, personnel, directors, etc. Alcentra Capital Corp. (ABDC) Alteryx, Inc. (AYX) Activist: Stilwell Value Partners Meeting: 6/15/2018 Activist: Abdiel Capital Meeting: 6/13/2018 Confirmed 3/2/2018 Stilwell Value PartnersNULL (8.5%) believes company is undervalued, hopes to work with it to increase stock price. 11/13/2017 Abdiel (16.4%) NULLreverts to 13G. 9/21/2017 Abdiel Capital (20.9%)NULL files 13D (having previously filed a 13G in Spanish Broadcasting System (SBSAA) June 2017). May seek discussions. Activist: Bluestone Financial Meeting: 6/15/2018 DAVIDsTEA, Inc. (DTEA) Activist: Herschel Segal 3/1/2018 Bluestone (14.5%)NULL amends 13D. Wants co. to partner with /sell to lg/ global media co. Selling underperforming, cap-intensive Meeting: 6/14/2018 Confirmed assets (Mega TV) will allow deleveraging, faster growth. 4/26/2018 Board claims thatNULL dissident is architect of many of the challenges Proposes partnering w/MercadoMagico.com to build online experienced by company. ecosystem.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 38 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/3/2013 ISS rec FOR all 5NULL dissident nominees. Travelport Worldwide Limited (TVPT) 4/3/2013 Elliott files definitiveNULL proxy. Activist: Elliott Associates 3/26/2013 Elliott (4.4%) issuesNULL letter rebutting Hess assertions against Meeting: 6/15/2018 nominees. 3/26/2018 Elliott (11.8% economicNULL stake) believes stock undervalued, says 3/21/2013 Hess files definitiveNULL proxy. company should explore selling all or part of itself, says Elliott might be interested in buying what is sold. 3/20/2013 Elliott (4.4%) filesNULL prelim. proxy. seeks 5 of 14 seats. 3/5/2013 Relational (2.7%)NULL criticizes Hess response to Elliott. Also on this Xerium Technologies, Inc. (XRM) day, CEO asks Relational to help persuade Elliott to withdraw its slate. Activist: American Securities Meeting: 6/15/2018 3/4/2013 Hess will sell itsNULL retail and energy trading and marketing business. It will also nominate 6 new independent directors at 3/19/2018 Company announcesNULL review of strategic alternatives to maximize its annual AGM in May.It will also boost annual dividend to $1 shareholder value. per share and buy back up to $4 billion in stock. 3/13/2018 Barington CapitalNULL (4.4%) tells company it intends to nominate 2 2/25/2013 Elliot wants HessNULL to spin off its partly owned trading arm Hetco directors at 2018 AGM. Energy Trading Co. 2/27/2018 American SecuritiesNULL reduces ownership to 4.6%. 1/30/2013 Relational (2.7%)NULL writes to CEO; expresses support for Elliot. 2/22/2018 American SecuritiesNULL reduces ownership to 6.2%. 1/28/2013 Elliott (4%) willNULL seek 5 directors & encourage company to spin off its onshore holdings, sell its retail business, and consider an MLP 9/27/2017 American SecuritiesNULL (8.5%) amends 13D. May engage in structure for its infrastructure assets. discussions with the board and/or management, and/or encourage the company to explore transactions. Atlantic Power Corp. (AT) Hess Corp. (HES) Activist: Mangrove Partners Activist: Elliott Associates Meeting: 6/19/2018 Meeting: 6/18/2018 4/17/2018 Mangrove (5.1%)NULL amends 13D, discloses conversion of shares into swaps. 3/8/2018 Hess discloses planNULL to buy back an additional $1 billion in shares by year end 2018. Elliott publicly supports the announcement. 1/12/2018 Mangrove (9.96%)NULL has had & will keep having talks with mgmt re: alternate uses for company's power plants with expired or 12/14/2017 Elliott (6.7%) hopesNULL to remove CEO John Hess or push him to sell expiring power purchase agreements, such as for data centers, all or part of company, WSJ reports. Elliott also seeks dividend cryptocurrency mining & blockchain uses. cut and more stock buybacks. 5/21/2015 Company reachesNULL settlement with Mangrove. 5/16/2013 Settled. DissidentNULL gets 3 directors.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 39 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/29/2015 Mangrove (7.5%)NULL urges company to return cash to shareholders; indicates it may push for sale or break-up. Antero Resources Corp. (AR) Activist: SailingStone Capital Partners New York & Company, Inc. (NWY) Meeting: 6/21/2018 Activist: Kanen Wealth Management 2/14/2018 SailingStone (11.5%)NULL amends 13D. Seeking discussions. No Meeting: 6/19/2018 specific plans. 3/12/2018 Kanen (8.3%) amendsNULL 13D, will seek discussions re increasing 1/29/2018 SailingStone (11.08%)NULL files 13D. Reserves the right to hold stock buybacks and capital allocation. discussions with the board and management, and may support 11/24/2017 Kanen increasesNULL ownership to 7.3%. one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. 4/26/2017 Kanen (5%) filesNULL 13D criticizing company performance; urges board to appoint new independent director, form special committee to represent minority holders, and return cash to BioDelivery Sciences Intl, Inc. (BDSI) shareholders. Activist: Broadfin Capital Meeting: 6/21/2018

ViewRay, Inc. (VRAY) 4/10/2018 Broadfin CapitalNULL (7.3%) may nominate candidates to board. Activist: OrbiMed Advisors Meeting: 6/19/2018 Finjan Holdings, Inc. (FNJN) 10/27/2017 Orbimed reducesNULL stake to 14.5%. Activist: Halcyon Capital Management 8/9/2017 OrbiMed AdvisorsNULL (16.6%) files 13D, says has no plans for Meeting: 6/21/2018 control, transaction or anything similar now. 3/19/2018 Halcyon CapitalNULL Management (14.2%) converts from 13G to 13D. During the March 7 board meeting, Halcyon's designated Aberdeen Japan Equity Fund (JEQ) observer engaged on operations, deployment of capital, and Activist: Bulldog Investors strategic direction. May seek addtl discussions incl board composition. Meeting: 6/21/2018 4/20/2018 Bulldog (6.8%) NULLsubmits advance notice letter nominating Richard Natus Medical, Inc. (BABY) Abraham to the board and presenting shareholder proposal Activist: Voce Capital requesting liquidation of the fund. Meeting: 6/21/2018

4/23/2018 Voce intends toNULL nominate three directors: Mark Gilreath, Lisa Wipperman Heine, and Joshua Levine. Sends shareholder letter.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 40 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/20/2018 Voce (2%) nominatesNULL two directors. 5/30/2017 Richmond BrothersNULL issues press release announcing E.D. Mich. denied company's motion for preliminary injunction. Rockwell Medical, Inc. (RMTI) 5/25/2017 E.D. Mich. deniesNULL company's motion for an injunction against Activist: Richmond Brothers Richmond Brothers. Meeting: 6/21/2018 Confirmed 5/20/2017 ISS recommendsNULL FOR dissident nominee (Ravich) on BLUE proxy card. 4/30/2018 Company files defNULL proxy. 5/10/2017 Company files shareholderNULL presentation. 4/13/2018 Company files prelimNULL proxy. 5/5/2017 Richmond BrothersNULL amends 13D to address company's legal 3/9/2018 Dissident disclosesNULL March 7 agreement with company. Board to arguments in E.D. Mich. case regarding voting power expand to 8. Benjamin Wolin (lead indep. dir.) & Lisa Colleran classification of the shares held in the customer accounts will join; Patrick Bagley will leave. Company will de-stagger board managed by Richmond Brothers. such that all directors will be up for election in 2020. 5/4/2017 Richmond BrothersNULL files shareholder presentation. 3/1/2018 Richmond BrothersNULL amends 13D, discloses Feb. 27 nomination of 4/21/2017 Richmond BrothersNULL sends letter to shareholders, claims company Lisa Colleran, Benjamin Wolin and David Richmond for 2018 suffers from failure to monetize approved drugs, poor TSR, and AGM. Will withdraw 1 nominee if 2 directors are up for election. poor executive comp alignment. Also submitting shareholder proposal for board declass. 4/21/2017 Company files defNULL proxy. 11/27/2017 Settled. Co. to NULLexpand board to 7, appt 1 new director & name a new lead dir by Feb 15, 2018; new nom/gov chair by Dec 7, 4/20/2017 Richmond BrothersNULL files def proxy. 2017. Standstill expires prior to nomination deadline for 2019 4/7/2017 Richmond BrothersNULL discloses company's preliminary injunction AGM. Company to reimburse dissident up to $895K. hearing set for May 3, 2017. 9/7/2017 Company announcesNULL that board voted unanimously to expand 4/5/2017 Richmond BrothersNULL files prelim proxy. from 5 to 6 directors, appoint John Cooper as director. 4/3/2017 Company files prelimNULL proxy. Nominates one new independent 8/29/2017 Company deniesNULL dissident's claims, says has provided dissident director, creates nomgov committee and lead independent director Ravtich ample notice of meetings and all info requested. director position, among other changes. Claims dissident asked for $875,000 if directors want "peace." 3/17/2017 Richmond BrothersNULL refutes claims made by the company in the 8/28/2017 Richmond Bros/RavitchNULL (10.8%) claim that elected dissident March 8 filing. director Ravitch has been shut out of board room & denied info. Call for immediate ouster of chair/CEO; if not removed, will 3/10/2017 Richmond BrothersNULL launches contest website. nominate dissident slate in 2018. 3/8/2017 Company files suitNULL against Richmond Brothers in US District 6/5/2017 Richmond BrothersNULL (10.7%) amends 13D, discloses termination Court, Eastern District of Michigan. Alleges the defendants made of group pursuant to election of Ravich. material misstatements and failed to file required SC 13Ds. 6/1/2017 Richmond BrothersNULL nominee Ravich elected to board. 3/2/2017 Richmond BrothersNULL (11.9%) intends to nominate David S. Richmond and Mark H. Ravich to the board. © 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 41 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/1/2017 Director Ken HoltNULL announces he will not stand for re-election in 2017. Apogee Enterprises, Inc. (APOG) 2/21/2017 Richmond BrothersNULL (10.8%) files 13D; criticizes poor corporate Activist: Engaged Capital governance practices and operational missteps by management Meeting: 6/22/2018 team and board. 4/17/2018 Engaged CapitalNULL (6.0%) files initial 13D, intends to discuss improvements to capital allocation, growth initiatives, investor SLM Corp. (SLM) relations, among other topics. Believes current valuation gap is Activist: Value Act Capital unwarranted. Meeting: 6/21/2018

4/6/2018 Value Act CapitalNULL (6.4%) has had and will continue having Cherokee, Inc. (CHKE) conversations with mgmt & the board about board & mgmt. Activist: Cove Street Capital composition, business strategy, etc. Meeting: 6/22/2018

2/2/2018 Cove Street (22.1%)NULL entered into stock purchase agreement The ONE Group Hospitality, Inc. (STKS) w/company on Aug. 11, 2017. Cove St. has made suggestions Activist: Kanen Wealth Management about board composition. Meeting: 6/21/2018

3/28/2018 Twinleaf disclosesNULL 5.0% stake. Genesco, Inc. (GCO) Activist: Legion Partners 3/27/2018 Settled. Kanen NULLto appoint one board member. Standstill expires prior to the 2019 AGM. Meeting: 6/22/2018 3/19/2018 Kanen increasesNULL stake to 17.3%. 4/25/2018 Settled. CompanyNULL will add Marjorie Bowen & Joshua Schechter to board (11 directors after 2018 AGM). Bowen & Schechter will 3/2/2018 Anson (8.2%) amendsNULL 13D to disclose joint filing agreement both be on strategic alternatives committee. Co. will consider among its funds. No present plans. buyback or special div w/proceeds from Lids sale. 11/20/2017 Kanen increasesNULL stake to 14.8%. 4/2/2018 Legion "may makeNULL a preliminary filing [of a proxy]...in the event 8/4/2017 Anson Funds (9.99%)NULL amends 13D, stating that at the request of the Shareholder Group nominates directors," and believes the company, it engaged with the chairman and other initiating sale processes, similar to Lids process, for Johnston & shareholders to discuss performance and leadership. Anson may Murphy and Schuh will likely bridge valuation gap. seek future engagements. 3/19/2018 Legion amendsNULL 13D, March short puts expired unexercised. 7/5/2017 Kanen increasesNULL stake to 8.8%. 4/13/2017 Kanen (7.8%) filesNULL 13D, may seek discussions with the board/management.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 42 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 2/14/2018 Company announcesNULL plans to sell its Lids division. Legion Partners says the sale does not go far enough and is Rubicon Technology, Inc. (RBCN) disappointed the board did not more comprehensively review all Activist: Paragon Technologies strategic alternatives. Meeting: 6/22/2018 1/24/2018 Legion PartnersNULL (5.2%) amends 13D. Rolled forward portion of short put position expiring January 2018 into March 2018. 12/4/2017 Sententia CapitalNULL Management (5.2%) files initial 13D, discloses Nov. 27 letter to the company proposing board representation. 1/16/2018 Legion PartnersNULL (5.2%) believes shares are undervalued, believes mgmt. should sell parts of the business, return significant 11/20/2017 Bandera PartnersNULL discloses 9.5% stake. amounts of capital to shareholders, raise ROIC. 5/2/2017 Paragon announcesNULL termination of discussions with Rubicon. Feels strongly that Gad should be on the board and will consider InfuSystem Holdings, Inc. (INFU) options re: 2018 AGM, at which time company's board is Activist: Meson Capital Partners, 22NW expected to de-stagger and all directors will stand for reelection. Meeting: 6/22/2018 4/11/2017 Company files definitiveNULL proxy, stating it has offered, as it did in 2016, to appoint Jacobs to the board. 4/25/2018 Meson/22NW NULLinterested in buying company. Delivered letter 3/30/2017 Company files prelimNULL proxy. nominating 6 directors at 2018 AGM. 3/2/2017 Paragon TechnologiesNULL (0.3%) says it will nominate to board 3/21/2018 Meson (4.7%) andNULL 22NW (4.5%) file joint 13D. Seeking Hesham M. Gad and Jack H. Jacobs, who it also nominated in discussions re strategic and operational opportunities, including 2016. a sale of the company or certain of its assets. 6/24/2016 Shareholders reelectNULL incumbent directors. 6/19/2017 22NW Fund disclosesNULL all-cash offer to acquire all outstanding shares of INFU for $2/share. 6/11/2016 ISS recs for incumbentNULL nominees. 4/24/2012 Settlement. MesonNULL nominates 5 directors, CEO resigns. 6/1/2016 Company appointsNULL new independent director, Timothy E. Brog, 12/6/2011 Meson Capital NULLPartners (11.4%) initiates 13D. Highlights President of Locksmith Capital, to board. engagement with management and possible changes in the 5/23/2016 Paragon files definitiveNULL proxy. board composition. 5/18/2016 Company files definitiveNULL proxy. RAIT Financial Trust (RAS) 5/13/2016 Paragon files preliminaryNULL proxy. Activist: Charles Frischer 5/5/2016 The company filesNULL preliminary proxy. Meeting: 6/22/2018 4/22/2016 Paragon TechnologiesNULL (0.15%) discloses its intention to nominate Hesham M. Gad and Jack H. Jacobs. 3/12/2018 Charles FrischerNULL (6.34%) files 13D, may seek discussions or take other actions.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 43 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/8/2017 Bulldog files prelimNULL proxy, nominates Sell, Dakos & Mazarakis. DIRTT Environmental Solutions (DRT) Proposes self-tender, terminating investment advisers if board Activist: Iron Compass unresponsive to support of tender, & continuation of bylaw Meeting: 6/26/2018 Confirmed amend. setting director qualif. & amendment by supermajority. 3/14/2017 Bulldog (7.5%) NULLamends 13D, will nominate 1 to 3 board 4/16/2018 Company and dissidentNULL agree on board refreshment: John Elliott candidates for 2017 AGM. and Ronald Kaplan added to board, effective immediately. Three incumbents, Fairholm, Goldstein and Burke, will be stepping 2/28/2017 Bulldog to submitNULL shareholder proposals to simplify the advance down as directors. notice requirements, rescind "Qualifications for Office" provision in bylaws, and eliminate supermajority vote requirement for 3/21/2018 Dissident requisitionedNULL special meeting to consider resolutions amending bylaws. to protect and enhance abilities of shareholders to elect directors. 11/1/2016 Bulldog receivesNULL support from more than 25% of outstanding shares. 3/8/2018 Dissident announcesNULL that it may put forward its own director nominees. Such nominees will be determined based upon 10/25/2016 Bulldog intendsNULL to call special meeting to declassify board and management nominees to be proposed by the company. authorize a self-tender. 3/5/2018 Iron Compass (5.1%)NULL issues circular; intends to solicit proxies to 9/23/2016 Bulldog (5.9%) NULLnotes that 80% votes cast at AGM suported WH votes for management nominees, which are to be named. proposal to de-stagger board. Updated dissident circular will be issued after company circular goes definitive. Acorda Therapeutics, Inc. (ACOR) 1/2/2018 Co. announces NULLMichael Goldstein joined as director & CEO & Activist: Scopia Capital Management Peter Henry as Interim CFO. Mogens Smed moves from CEO to Meeting: 6/27/2018 Confirmed Exec Chairman. Former Pres. Scott Jenkins resigns. Chair Steve Parry will become independent lead director. 2/28/2018 Settled. ScopiaNULL gets 2 board seats. Standstill through Jan. 1, 2019. 8/31/2017 Scopia (18.2%) NULLfiles amended 13D. The Swiss Helvetia Fund, Inc. (SWZ) 8/7/2017 Scopia Capital MgmtNULL (16.5%) files 13D, discloses letter to the Activist: Bulldog Investors board calling for strategic review/sale. Company responds same Meeting: 6/26/2018 day: has talked with Scopia for several quarters, plans to continue pursuing standalone strategy. 3/6/2018 Bulldog InvestorsNULL (8.4%) says intends to nominate 2 to board: Phillip Goldstein and Gerald Hellerman. Hill International, Inc. (HIL) 6/14/2017 ISS recs for management,NULL and against self-tender proposal. Activist: Engine Capital 5/23/2017 Bulldog files definitiveNULL proxy. Meeting: 6/27/2018

4/16/2018 Ancora AdvisorsNULL (5.4%) files initial 13D. No plans.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 44 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/9/2018 Settled. EngineNULL Capital (9.98%) will receive one board seat (Arnaud Ajdler). Standstill which expires before nominating Calmare Therapeutics, Inc. (CTTC) window for 2019 AGM. Activist: Concerned Shareholders Meeting: 6/30/2018 MusclePharm Corp. (MSLP) 2/20/2018 Company says NULLprior 8-K was not misleading but agrees record Activist: Amerop Holdings; Wynnefield Partners date is Feb. 13; intends to engage tabulator for consents and Meeting: 6/27/2018 revocations. Dissident outraged at company's Feb. 16 claim of 1/3/2018 Wynnefield PartnersNULL (9.1%) amends 13D. issuing shares Feb. 12, same day process was served for consents. 11/1/2017 Wynnefield PartnersNULL (10.7%) updates 13D, wants board to 2/16/2018 Company says NULLFeb 23, 2018 is record date for solicitation. evaluate all options for recapitalizing. Discloses standstill that Dissident responds management making false statements, prevents Wynnefield from making an alternative proposal to the record date is Feb. 13 when CTC collected consents over 50%. board. Company later reports Feb. 12 share issuance comprising 28% 10/27/2017 Amerop requestsNULL Special Committe reconsider Amerop's offer. dilution. 10/20/2017 Special CommitteeNULL declines Amerop's offer, citing potential 2/9/2018 Dissident informsNULL the company that the officers and directors departures of top management. have been removed via written consent. Requests an immediate 10/19/2017 On Oct. 17, 2017,NULL Amerop (15.3%) proposed to the company's transition. special committee that it purchase ~$18 million of newly issued 1/16/2018 Company files definitiveNULL consent revocation. Says according to company stock shares at $1.96/shr. Delaware law, record date cannot be prior to Jan. 10, 2018. Even so, company will seek revocations for all shareholders of record A10 Networks, Inc. (ATEN) as of Nov. 16, 2017. Activist: Viex Capital 1/2/2018 Company files preliminaryNULL consent revocation. Meeting: 6/30/2018 12/22/2017 CTTC discloses NULLDec. 19 BDO letter clarifying 8-K. Scope of CTTC's audit would expand significantly due to cited revenue 3/14/2018 Settled. Board NULLincreased to 6, VIEX designee Tor Braham to serve recognition and inventory concerns; further investigation may as class II director and on audit and comp committees. Board to prevent BDO from rendering an unqualified opinion. recommend rolling board declass commencing at 2018 AGM. Standstill expires before 2019 AGM. 12/19/2017 CTTC announcesNULL Dec. 12 bylaws amendment allowing third-party inspection of shareholder votes. Also determined that Yarbro's 1/29/2018 Viex (5.2%) filesNULL 13D, says company should make immediate directorship has been continuous since March 2012, and improvements to accelerate profitability or consider a sale. provided notice (unspecified when) to Yarbro of Dec. 12 board Argues section 16 officers should immediately terminate routine mtg. 10b5-1 sales. Viex is "mindful" of nomination window.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 45 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/18/2017 CTTC announcesNULL Dec. 11 resignation of independent auditors 5/26/2017 Company disclosesNULL AGM results with all nominees elected, BDO USA, which also noted several areas that "appear to incumbents Francis Flaherty and Debra Paul receiving a large represent" material weaknesses in CTTC's internal controls. CTTC portion of withheld votes. has commenced identifying new independent auditors. 5/22/2017 Clover (7.9%) amendsNULL 13D. 12/5/2017 Dissidents file definitiveNULL consent solicitation, says record date is 5/8/2017 Clover (6.9%) amendsNULL 13D. Nov. 16, 2017. 5/3/2017 Clover (5.8%) filesNULL 13D, intends to "influence the policies of the 11/22/2017 Dissidents ("approx.NULL 20%") issue preliminary consent solicitation; Issuer and assert shareholder rights." believe mgmt. & board will not hold AGM. Asks to remove entire board, elect 5 new directors, remove mgmt. Cites poor stock perf., failure to make SEC filings. Command Center, Inc. (CCNI) 9/21/2017 Dissidents (22.8%)NULL amend 13D. Board ignored attempts to Activist: Ephraim Fields, etc. engage. In Aug., dissidents nominated five candidates to board. Meeting: 6/30/2018 Board set up a meeting, but cancelled and has not responded to request for shareholder list. 4/16/2018 Settlement. LawrenceNULL Hagenbuch appointed to the board. Other nominees for 2018 AGM include Richard Coleman, Steven 6/30/2017 Dissidents (22.3%)NULL send letter to board re: mismanagement, Bathgate, Steve Oman, Rimmy Malhotra, JD Smith, and Galen underperformance, exec comp, "invalid and wrongful" removal Vetter. of Yarbro from board; will consider consent solicitation, proxy solicitation, tender offer. 4/2/2018 Company announcesNULL appt. of Richard Coleman as CEO & board member. Coastway Bancorp, Inc. (CWAY) 2/7/2018 Company announcesNULL Feb. 1, 2018 resignation of CEO Bubba Sandford effective April 1, 2018. Sandford to remain as a Activist: Clover Partners director. Board preparing transition plan. Meeting: 6/30/2018 1/26/2018 Company disclosesNULL Richard Finlay tendered resignation from the 3/22/2018 Clover PartnersNULL reduces stake to 3.9%. board on Jan. 22. 3/16/2018 Seidman (4.6%)NULL makes 13D exit, position below 5% threshold. 1/22/2018 Company disclosesNULL John Stewart tendered resignation from the board, effective Jan. 16. 3/14/2018 Coastway announcesNULL that it will be acquired by HarborOne Bancorp for $28.25 per share in cash. 12/7/2017 Board adopts 1-for-12NULL reverse split. 2/22/2018 Lawrence SeidmanNULL (5.1%) has had talks with CEO about 11/29/2017 Fields (4.5%) filesNULL prelim proxy. Nominates 4 people to 7- maximizing shareholder value. member board: Keith Rosenbloom, Lawrence F. Hagenbuch, Randall Bort and Sean Gelston. Cites poor stock & operating 12/22/2017 Clover deliversNULL notice that it intends to nominate Mike I. Shafir performance, executive turnover. and David Verlander to the board at the 2018 AGM. 11/24/2017 Company files preliminaryNULL proxy, naming unspecified day in Jan. 7/5/2017 Clover increasesNULL stake to 9.0%. 2018 as meeting date. No record date specified.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 46 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 10/11/2017 Fields (4.3%) proposesNULL alternate slate of 5 directors for 7- member board. ICTV Brands, Inc. (ICTV) 10/10/2017 Fields issues letterNULL calling for resignation of board chair John Activist: Norman Pessin Stewart. Meeting: 6/30/2018

9/27/2017 Ephraim Fields NULLissues letter criticizing "steps to further entrench" 4/27/2018 Company deliversNULL notice of termination of $2.25M asset sale board, including cancellation of May AGM and subsequent late entered March 6 with Therma Bright Inc. reporting of amended bylaws allowing shareholders only days to submit proposals. 4/23/2018 Company announcesNULL president Richard Ransom terminated on Apr. 18 as a result of breaches of his employment agreement. The company is performing an investigation concerning potential Envision Healthcare Corp. (EVHC) breaches of fiduciary duties and other contractual and legal Activist: Starboard Value violations. Meeting: 6/30/2018 4/23/2018 Norman PessinNULL (10.3%) files preliminary consent solicitation to 10/19/2017 At a conference,NULL Jeffrey Smith says Starboard has been buying remove 3 directors: Kelvin Claney, Stephen Jarvis and Donald shares, mgmt has not delivered, believes co. could be an McDonald Jr. attractive takeover target, particularly for private equity firms. ILG, Inc. (ILG) Gener8 Maritime, Inc. (GNRT) Activist: FrontFour Capital Activist: Avenue Capital Meeting: 6/30/2018 Meeting: 6/30/2018 4/19/2018 FrontFour files NULLprelim proxy. 3/26/2018 Avenue CapitalNULL reduces stake to 6.9%. 4/16/2018 Company files prelimNULL proxy. 1/3/2018 Avenue CapitalNULL (8.7%) files 13D. May seek discussions. 3/15/2018 FrontFour sendsNULL letter to the board questioning the disclosure of the strategic review process and the company's motives for HopTo, Inc. (HPTO) notifying Broadridge of three record dates. Activist: Novelty Capital 2/21/2018 FrontFour releasesNULL public shareholder letter, nominees are: Michelle Felman, James Hyman, Emanuel Pearlman, and Simon Meeting: 6/30/2018 Turner. 4/2/2018 Novelty CapitalNULL (9.95%) files initial 13D, notes TSR and 1/29/2018 FrontFour announcesNULL nomination of four candidates to the governance concerns and discloses Jan 30 nomination of 3 board for 2018 AGM. director candidates to replace all incumbents. Company has not held an annual meeting since 2015. 9/21/2017 Bloomberg reportsNULL FrontFour may seek board seats. Also reports ILG hired Moelis & Co. to advise on a potential transaction after FrontFour went public.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 47 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/24/2017 FrontFour (2.0%)NULL releases public letter to the board calling for sale of ILG to Marriott Vacations. Resolute Energy Corp. (REN) Activist: Monarch Alternative Capital National CineMedia, Inc. (NCMI) Meeting: 6/30/2018 Activist: Standard General 4/6/2018 Company files preliminaryNULL proxy. Meeting: 6/30/2018 3/16/2018 Fir Tree (4.6%) NULLmakes 13D exit. 3/20/2018 Standard GeneralNULL amends 13D, reports increase to 17.9%. 3/12/2018 Monarch files preliminaryNULL proxy. 1/26/2018 Standard GeneralNULL (16.9%) files initial 13D, seeks two board seats. 3/5/2018 Fir Tree reducesNULL stake to 7.2%. Submitted three names prior to nomination deadline, awaiting response from company. 2/9/2018 Monarch (9.8%)NULL says it will nominate 3 directors at AGM: Patrick Bartels, Joseph Citarrella and Samuel Langford. Navigant Consulting, Inc. (NCI) 2/7/2018 VR Global PartnersNULL (5.2%) supports Monarch's proposals of Jan. Activist: Engine Capital 26. Meeting: 6/30/2018 2/2/2018 Fir Tree (9.0%) NULLsupports Monarch's proposals of Jan. 26.

4/16/2018 Company files prelimNULL proxy. 1/26/2018 Monarch (9.2%)NULL files initial 13D, discloses Jan. 24 letter outlining case to explore strategic transactions to help close valuation gap. 2/20/2018 Engine nominatesNULL four. Proposes company immediately appoint two directors, form 1/29/2018 Company respondsNULL to Engine letter. Says Engine hasn't shared committee to explore transactions, hire an IB. director recommendations other than Engine's founder. 1/24/2018 Engine Capital (4.4%)NULL discloses letter to the board. Wants Robix Environmental Tech (RZX) strategic review or operational improvements. Also wants board Activist: Concerned Shareholders refreshment, CEO/chair separation, exec comp restructuring. Meeting: 6/30/2018 PLx Pharma, Inc. (PLXP) 4/5/2018 Special meetingNULL of shareholders scheduled on April 26, 2018 has been cancelled. Activist: Park West Asset Management 2/26/2018 David Kushniruk,NULL Peter Lacey, Alan Kerr, Cory Hlus and Rod Ross Meeting: 6/30/2018 (collectively 5%) issue meeting requisition to set number 11/20/2017 Park West (12.3%)NULL intends to talk with company about strategy, directors at 5, to remove Robin Ray and Josh Macnevin, and to board composition, potential transactions to increase its stake, elect James Tworek, Josef Korec and Aziz Khadem. etc.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 48 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 2/8/2018 Sierra/Horton (5.1%)NULL announces that it intends to nominate Safeguard Scientifics, Inc. (SFE) director candidates for 2018 AGM; claim that CEO and COO, Activist: Horton Capital Partners instead of board nov/gov committee members, are leading the Meeting: 6/30/2018 interviewing process for new director candidates. 1/29/2018 Group headlinedNULL by Horton Capital/Sierra (5.0%) files 13D 4/23/2018 Settlement. RussellNULL Glass and Ira Lubert appointed to the board detailing four years of engagement with the company. In January effective immediately. Cooperation agreement with Sierra group 2018, delivered a list of potential board candidates per expiring earlier of 10 days prior to 2019 AGM advance notice chairman's request. period or 100 days prior to anniversary of 2018 AGM. 4/6/2018 Company announcesNULL reorganization. Current COO Brian Sisko to Spectrum Brands Holdings, Inc. (SPB) succeed Stephen Zarrilli as CEO on July 1, 2018. Controller David Activist: Tourbillion Kille to succeed Jeffrey McGroarty as CFO. COO, Investor Relations and Corporate Controller positions will be eliminated. Meeting: 6/30/2018 2/27/2018 Sierra/Horton (5.1%)NULL says formally nominated 4 people for 4/26/2018 Company announcesNULL exec chair David Maura has been named board: Russell Glass, Ira Lubert, Paul McNulty, Darren Wallis. CEO, succeeding Andreas Rouve. Board authorizes new $1.0bn 2/21/2018 Sierra/Horton (5.1%)NULL issues press release condemning adoption share repurchase program. Global reorg divides company into 2 of NOL pill ahead of upcoming election as entrenchment device. operating groups: consumer products and home improvement. Says tax assets appear to be at little risk. Preparing to nominate 2/26/2018 The company andNULL HRG announce that they will merge in an all- directors by 2/23 deadline. stock transaction. 2/20/2018 Company adoptsNULL an NOL pill with 5% threshold and 3 yr sunset. 1/16/2018 Company announcesNULL sale of global battery, lighting and portable power business for $2.0 billion cash to Energizer Holdings. 2/14/2018 Sierra/Horton condemnsNULL company's adoption of "more onerous" Transaction expected to close prior to EOY 2018. nomination procedures 10 days before deadline for shareholder nominations for 2018 AGM. Calls allowing mgmt to vet board 1/3/2018 Company announcesNULL it intends to sell global batteries & nominees "incomprehensible." appliances businesses in 2018 and will reallocate capital to consumer brands businesses. Also intends to reduce debt and 2/14/2018 Yakira Capital (2.4%)NULL issues public letter, criticizing chairman for repurchase shares. lack of involvement in finding new directors. Calls for new mgmt; smaller, refreshed board; new exec comp plan; more cost- 12/20/2017 SPB issues publicNULL response, has been in discussions with HRG for cutting. 9 months and exchanged multiple proposals. Parties in broad consensus until Dec. 19, when HRG pushed for greater economic 2/13/2018 Board approvesNULL amendments to bylaws focused on advance benefit. Special cmte remains ready to negotiate. notice provisions re: proposed nominations and/or other proposed business by shareholders planning to make such 12/19/2017 HRG Group (59.6%)NULL amends 13D, discloses Dec. 17 and Dec. 19 proposals at AGM. letters to the board re a potential transaction and proposed board changes. Wants two HRG designees added to the board and three added to nomgov cmte.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 49 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 5/18/2017 Tourbillon CapitalNULL Partners sends public letter to board, wants a 2/8/2018 The company announcesNULL that Karim Sehnaoui was appointed to special committee to explore downstream merger with majority the board on Feb. 7, 2018. Sehnaoui is a financial advisor and holder HRG Group. director of ETS. 1/4/2018 Company announcesNULL Derek Cassell to become next CEO. Current StoneMor Partners LP (STON) CEO Guy Dubois will remain chairman. Activist: Axar Capital 9/28/2017 ETS (46.5%) amendsNULL 13D. States that it may hold discussions Meeting: 6/30/2018 with the board and/or management and may seek to appoint one or more directors to the board or make other changes. 3/9/2018 Axar Capital (17.5%)NULL talking with company about switching from MLP to C-corp. May also engage re: governance, strategy, board, mgmt, etc. uSell.com, Inc. (USEL) Activist: Kokino The Macerich Company (MAC) Meeting: 6/30/2018 Activist: Third Point 11/22/2017 Company announcesNULL 7.7M share private placement to 11 Meeting: 6/30/2018 investors. Intends to use proceeds for working capital and funding reserve account required by recent Note amendment. 2/1/2018 Company disclosesNULL John Sullivan (Ontario Teachers' rep) will not Kokino increases stake to 28.3% via the private placement. stand for reelection at 2018 AGM. 6/2/2017 Kokino (23.1%)NULL files 13D, will engage in discussions. 1/25/2018 Company statesNULL media reports of a significant shareholder discussing privatization are, to the company's knowledge, inaccurate. Wheeler REIT (WHLR) 1/22/2018 Bloomberg reportsNULL largest shareholder Ontario Teachers is Activist: Joseph Stilwell speaking with sovereign wealth to consider backing potential Meeting: 6/30/2018 privatization of the company. 4/16/2018 Company announcesNULL new director Armstrong, as well as 11/9/2017 Third Point reportsNULL new 1.3% stake in Macerich as of Sept. 30, appointment of Andrew Jones of North Star Partners to the 2017. Bloomberg reports that Third Point has since increased its board, effective immediately. John Sweet elected chair. stake to nearly 5 percent and is expected to push for changes, Directors William King and Kurt Harrington retire. Board at 8. including a potential sale. 4/13/2018 Westport amendsNULL 13D, discloses April 11 appointment of Armstrong to the board. Track Group, Inc. (TRCK) 3/23/2018 Sean ArmstrongNULL of Westport Capital (9.5%) appointed to board Activist: ETS Limited as an observer. Meeting: 6/30/2018 1/29/2018 NS Advisors (6.8%)NULL amends 13D. Notes that it sent a letter to the company on Jan. 26 in which it urged a liquidation.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 50 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 12/20/2017 Westport CapitalNULL Partners (9.3%) says it will nominate Sean 3/14/2018 Icahn disclosesNULL consulting agreement with John Visentin. Says Armstrong and Howard Fife as directors at 2018 AGM. Visentin "has the ideal skill set to help us show shareholders... 12/4/2017 Stilwell amendsNULL 13D, discloses proposed nominees Joseph how there is tremendous value potential in a stand-alone Xerox Stilwell and Paula Poskon, and alternate nominee Corissa Briglia. with new management." 8/9/2017 Stilwell increasesNULL stake to 9.6%, plans to seek board 3/2/2018 Deason files suitNULL in NY State Supreme Ct, demanding right to representation. nominate candidates for all directors. Says company rejected Feb. 26 demand. 7/31/2017 NS Advisors (5.4%)NULL files 13D; expresses concern with share price. 2/26/2018 Deason demandsNULL right to nominate candidates for all directors, 7/3/2017 Stilwell (8.6%) believesNULL stock is undervalued, opposes any future despite Dec. 11, 2017 nomination deadline. Says NY state law offering of preferred shares. give shareholders that right if directors cause a "material" change in circumstances post-deadline. Xerox Corp. (XRX) 2/20/2018 Icahn/Deason releaseNULL open letter saying viable alternatives to Activist: Icahn Capital the proposed merger are available to XRX. Meeting: 6/30/2018 2/13/2018 Deason files complaintNULL in the Supreme Court of the State of New York seeking to enjoin Xerox and Fuji from proceeding with the 5/1/2018 Settled. JacobsonNULL will resign as CEO & director. Chair Keegan & 5 transaction. other directors will also resign. 6 of 10 directors to be backed by Icahn/Deason, including new CEO Visentin & new chair Cozza. 2/12/2018 Icahn/Deason releaseNULL open letter, criticizing merger with Fuji. 4/27/2018 New York StateNULL Supreme Court issues preliminary injunction 1/31/2018 Company announcesNULL it will merge with JV partner, Fujifilm temporarily blocking Xerox from holding shareholder vote on Holdings. XRX shareholders will own 49.9% of combined co. & merger. Also, Xerox must allow Deason to nominate alternative receive ~$9.80/shr special cash dividend. XRX CEO Jeff Jacobson slate for 2018 AGM. will be CEO of combined co. 4/27/2018 Xerox requestsNULL renegotiation of deal. 1/22/2018 Icahn (9.7%) & NULLDeason (6.0%) file as a group. Say XRX should immediately: explore strategic alternatives w/new advisors, 4/20/2018 Icahn/Deason demandNULL books and records. disclose JV agreements w/Fuji, replace CEO Jeff Jacobson, 4/19/2018 Deason files amendedNULL complaints, publicizes portion of remove directors unwilling to make tough choices. discovery findings regarding deal process. 1/18/2018 Icahn files letter,NULL agreeing with Deason and asking for more 4/18/2018 Icahn/Deason fileNULL preliminary proxy. disclosure on Fujifilm JV. Believes current XRX mgmt team and board need to replaced, even if reach M&A agreement with 4/17/2018 Ichan/Deason (15.2%NULL combined) file investor presentation. Fujifilm. 4/15/2018 Deason files amendedNULL complaints, releases redacted versions, 1/17/2018 Darwin DeasonNULL (6.0%) sent a letter to the board, publicly and publicizes his specific allegations. demanding the company immediately disclose its JV with Fujifilm 4/10/2018 Company files preliminaryNULL proxy. and the board hire new & independent advisors to evaluate its strategic options with Fuji.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 51 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 1/10/2018 WSJ reports XeroxNULL is in talks with Japan's Fujifilm, notes cos. 4/3/2017 Roy Davis appointedNULL as director. already have a joint venture, says discussing many possible 3/13/2017 All five managementNULL nominees approved at shareholders deals, which could include change of control at XRX, but not full meeting. takeover of XRX. 3/8/2017 Company's boardNULL affirms support of management. 12/12/2017 Icahn (9.7%) amendsNULL 13D, releases letter to shareholders claiming XRX dramatically underperforms once results of 3/3/2017 Dissident, AlanNULL Slaughter, calls for new AGM and demands Conduent split (pushed by Icahn) are excised. TheStreet reports issuance of new share certificates. Management responds to Icahn is focused on CEO Jacobson. correct misrepresentations contained in dissident news release. 12/11/2017 Icahn amends 13D,NULL will nominate 4 directors. WSJ reports Icahn 2/15/2017 Annual generalNULL and special meeting, which was originally will attempt to change XRX management. scheduled to be held on Feb. 15, 2017, adjourned to March 10, 2017. 12/8/2017 Christodoro resignsNULL from the board, terminating standstill agreement. 6/27/2016 Icahn appoints NULLJonathan Christodoro to XRX board. SITO Mobile, Ltd. (SITO) Activist: Baksa/Candelaria; Karen Singer 1/29/2016 The company agreesNULL to spin off its business process outsourcing Meeting: 7/3/2018 business. Icahn will designate 3 of 9 directors for the newly spun- off company. 2/20/2018 Settled betweenNULL TAR/Karen Singer and company. Company will 11/23/2015 Icahn announcesNULL 7.1% stake, says company is undervalued and pay $3.5 mn, all litigation dropped, 5-year standstill. that he may seek board seats. 8/24/2017 Karen Singer decreasesNULL stake to 6.7%. 10/26/2015 CEO announcesNULL "review of structural options for the company's 8/8/2017 Thekkethala/SteckerNULL issue letter to CEO; claim they've been portfolio." excluded from board deliberations. 8/1/2017 Company issuesNULL public reply. Says equity offering used to repay Ximen Mining Corp. (XIM) principal, interest, and fees of notes acquired by Singer family. Activist: Alan Slaughter Notifying SEC of concerns re: possible illegal conduct on behalf of Meeting: 6/30/2018 Gary Singer (spouse of Karen Singer). 7/31/2017 Singer amends NULL13D, cites July 27 letter from two undisclosed 4/11/2018 Company announcesNULL success in its defense of shareholder directors alleging their deliberate exclusion from board oppression action brought by a group of dissident shareholders proceedings. Singer calls for resignation of "4-member faction." led by Allan Slaughter. Petition was dismissed with costs in Reverses again on new CEO, calling for his resignation. favour of company and its directors. 7/26/2017 Singer amends NULL13D, discloses July 25 issuance of loan default 9/29/2017 Company announcesNULL that nine shareholders, led by Alan notice to company and responds to company's July 26 reply Slaughter and David Townsend, filed a petition in the Supreme accusing Singer of price manipulation. Court of British Columbia against the company and each of its directors (other than Roy Davis).

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 52 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 7/24/2017 Singer amends NULL13D, believes proposed equity offering and exec 5/18/2017 Singer (10.2%) NULLamends 13D. Reports shares were voted in favor comp packages announced July 24 are egregious, that board is in of the Baksa consent solicitation, believes Baksa nominees are breach of fiduciary duties, and Rosenthal's service on comScore qualified and preferable to the company slate. board is a conflict requiring his immediate removal. 5/16/2017 Singer files preliminaryNULL proxy statement listing Barr, Ramlall, and 7/20/2017 Singer amends NULL13D, discloses negotiating stalemate re: potential Steven Singer as nominees. Will not oppose O'Connell or Beatty. default. Believes board should promptly pursue a sale of Opposing company's exec comp and poison pill proposals. business/assets. 5/8/2017 Company files preliminaryNULL proxy statement, sets AGM date for 7/12/2017 Singer updatesNULL 13D, believes company is in default of $10MM June 27, 2017. senior secured note from Singer family. Singer willing to 5/5/2017 Singer disclosesNULL letter to company further disclaiming affiliation negotiate. with Baksa, says company's claims are false. Criticizes interim 6/23/2017 Karen Singer (10.2%),NULL after discussion with CEO & sr mgmt, CEO Rory O'Connell and interim CFO Lawrence Firestone for changes mind and supports CEO's installation. Requests alleged histories of professional misconduct. company remove its poison pill and allow her to buy up to 19.9% 5/3/2017 Baksa letter disclaimsNULL formation of group with Singer. Company of shares. publishes letter claiming Baksa group seeks control of company 6/19/2017 Karen Singer (10.2%)NULL believes reconstituted board and interim without paying control premium in order to enrich Karen Singer CEO and CFO not acting in the best interests of company's (purportedly a front for Gary Singer) and Evolving Systems. stockholders. Demands search for new CEO & new CFO. 5/2/2017 Baksa files def NULLconsent to replace board. Company files def 6/1/2017 Proposals approvedNULL by written consent, board will not contest. consent revocation. Durden, Fisher, Pallack, Stecker, and Thekkethala appointed to 4/28/2017 Company revisesNULL prelim materials. Board believes Baksa the board; Pallack appointed interim CEO; Mark Del Priore solicitation attempts to "advance an undisclosed agenda related appointed interim CFO. to Evolving Systems" given interlocks and given disclosure that 5/25/2017 Company issuesNULL press release disclosing that consents and Evolving Systems seeks "future cooperation" with the company. revocations have been delivered to independent inspector for 4/25/2017 Company issuesNULL press release commenting on "extensive and certification. Company expects to make final results publicly undisclosed" interlocks of Baksa group with Karen Singer via the available by the end of the following week. company Evolving Systems, of which Singer is a large holder. 5/24/2017 Baksa (6.9%) disclosesNULL delivery of consents representing 58% o/s 4/21/2017 Baksa files newNULL prelim consent, now seeks to remove Robinson approving all dissident proposals and electing dissident slate. in addition to Bernard, O'Connell, Sandelman, and Beatty. New board acts by unanimous consent to terminate interim CEO and CFO. Baksa files Delaware suit to expedite transition. 4/19/2017 Company files prelimNULL consent revocation. Lowell Robinson added to board to replace Rosenthal (who has a relationship 5/23/2017 Company files definitiveNULL proxy, sets AGM record date for May w/Baksa). Appointment will temporarily increase board size to 17, 2017. six, which automatically reverts back to five following AGM. 4/13/2017 Baksa and CandelariaNULL amend 13D, disclose request to company to fix a record date for the consent.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 53 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 4/12/2017 Baksa/CandelariaNULL file prelim consent to reverse March 2017 bylaw amendments, set board size at 6, elect 5 nominees and SuperValu, Inc. (SVU) remove directors Bernard, O'Connell, Sandelman and Beatty Activist: Blackwells Capital (and any successors elected); will not seek to remove Brent Meeting: 7/18/2018 Rosenthal. 4/10/2017 Singer (10.2%) NULLamends 13D, discloses Apr. 7 advance notice 3/22/2018 Company says NULLBlackwells' economic stake is ~2% when excluding nominating Steven Singer, Wayne Barr, Jr., and Richard Ramlall. out of the money options. Says significant refreshment warranted given CEO's & CFO's 3/22/2018 Blackwells (4.9%)NULL says it will nominate 6 candidates for 9 seats at funds misappropriation, board's defensive maneuvers. 2018 AGM. 4/7/2017 Baksa and CandelariaNULL (6.8%) amend 13D, seek to replace entire 2/7/2018 Blackwells CapitalNULL (4.4% economic stake) announces intention to board. Group discloses nomination of Michael Durden, Itzhak nominate directors at 2018 AGM. Says company rejected Fisher, Thomas Pallack, Matthew Stecker, and Thomas request for 3 board seats. Thekkethala. 10/26/2017 Blackwells CapitalNULL (3.6%) releases public letter, requests meeting 4/4/2017 Company disclosesNULL adoption of 4.99% trigger NOL poison pill. with board to discuss value-enhancing steps including new Rights will be distributable to shareholders of record as of Apr. leadership, selling real estate, closing stores, paying dividends 14, 2017. and buying back stock. 4/3/2017 Karen Singer (10.2%)NULL files 13D, criticizes company performance and recent bylaw amendments; may seek board representation. Spok Holdings, Inc. (SPOK) 3/23/2017 Company amendsNULL bylaws pertaining to the scheduling of Activist: Braeside Investments shareholder meetings, presentation of shareholder proposals, Meeting: 7/23/2018 director nominations, and other procedural provisions for shareholder meetings and actions by written consent. 4/12/2018 Settled. Todd SteinNULL will join board, Braeside will maintain between 4.75% and 19.99% ownership. Expires before 2020 3/17/2017 Dissidents StephenNULL Baksa (4.8%) and Thomas Candelaria (2.0%) AGM. believe stock undervalued and board needs to be changed. Specifically seeking removal of directors Betsy Bernard, Richard 4/2/2018 Braeside InvestmentsNULL (5.1%) have engaged and will engage with O'Connell, Jonathan Sandelman and Joseph Beatty. board about board membership. 3/16/2017 Company announcesNULL resignation of CFO Kurt Streams. Following the resignation of former CEO Gerard Hug, the audit committee Alexandria Minerals Corp. (AZX) identified misappropriation of company funds by both Streams Activist: Concerned Shareholders and Hug. Lawrence Firestone is appointed to serve as interim Meeting: 7/24/2018 CFO. 2/17/2017 Company announcesNULL resignation of CEO Gerard Hug. CFO 3/28/2018 Company commentsNULL on termination of Eric Owens and Richard O'Connell, Jr. is appointed to serve as interim CEO. unauthorized financing scheme.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 54 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/16/2018 Company sets dateNULL for requisitioned shareholder meeting at July 2/21/2018 Company amendsNULL Feb. 16 8-K relating to delisting notice. Notice 24, 2018. stated Nasdaq staff believed the company made misleading 3/13/2018 Mary Vorvis, VPNULL corporate development and investor relations, statements to investors to take advantage of general interest in ceased to be employed by the company. bitcoin and blockchain. 2/26/2018 Dissidents deliverNULL requisition of shareholder meeting. 2/20/2018 Director ShamylNULL Malik appointed to replace Philip Thomas as CEO. Company announces formation of subcommittee to 2/22/2018 Company providesNULL more information on events leading to oversee intended spinoff of beverage subsidiary. termination of Owens. 2/16/2018 Company disclosesNULL receipt of Feb. 15 delisting notice from 2/14/2018 Company announcesNULL termination of CEO Owens for cause, says Nasdaq. Owens' prior release contains misrepresentations. 2/2/2018 Company will notNULL purchase bitcoin mining equipment. 2/13/2018 CEO Owens announcesNULL board terminated him in retaliation. Says special committee examining unexecutable options previously 1/9/2018 Company will notNULL proceed with previously announced public rejected by management. Has put together >$20M financing, offering. proposes seeking opportunities after releasing NI 43-101 report. 1/5/2018 Company announcesNULL commencement of public offering and 2/9/2018 Board respondsNULL CS' assertions are puzzling since special agreement to purchase bitcoin mining equipment. committee update is forthcoming. 1/4/2018 Company announcesNULL appointment of Shamyl Malik and Som 2/9/2018 Concerned ShareholdersNULL (>5%) opposes strategic review, wants Ghosh to the board in connection with recently announced special meeting to replace incumbents Gundy, Henry, and convertible debt facility. Director William Hayde appointed chair. O'Connor with nominees Ian Mellon, Chris Hopkins, and Brian 12/21/2017 Company announcesNULL shift of primary focus from beverages to Murray. CS group includes founder/CEO Eric Owens. blockchain. Enters loan agreement for 12.5% facility. Loan 12/20/2017 Company formsNULL special committee, comprised of Walter Henry, agreement states future spinout into new company intended. Priya Patil and Gary O'Connor, to assess strategic alternatives. Julian Davidson and Richard Roberts to resign from board EOY 2017. Long Blockchain Corp. (LBCC) 12/15/2017 Cullen Inc HoldingsNULL (21.7%) files initial 13D, opposes company's plan to conduct follow-on offering. Is open to arranging bridge Activist: Cullen Inc Holdings financing instead. Meeting: 8/9/2018

4/11/2018 Company announcesNULL delisting determination from Nasdaq. Will Delaware Enhcd Dvd Inc Fund (DEX) remain public and trade OTC. Activist: Saba Capital 2/28/2018 Company announcesNULL Loretta Joseph appointed to board. Meeting: 8/16/2018 2/22/2018 Cullen Inc (9.0%)NULL amends 13D, discloses voting agreement in 3/9/2018 Saba intends toNULL nominate 8 people to the board. favor of spinoff. Cullen gets one designee appointed to the board.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 55 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/7/2018 Saba Capital (12.1%)NULL requests the board consider a self-tender 4/2/2018 Elliott (7.4% stake,NULL 10.3% economic) says stock undervalued but offer for all common shares at or close to NAV, and that if >50% requires fundamental changes in its business, including mgmt. & of outstanding shares are tendered, the fund be liquidated or board. Says will nominate four candidates for board at 2018 converted into an open-end fund. AGM.

Harte Hanks, Inc. (HHS) Madison Cvd Call Eq Strat Fund (MCN) Activist: H. Harte; B. Radoff/Fondren Mgmt Activist: Karpus Management Meeting: 8/17/2018 Meeting: 9/7/2018

3/2/2018 Houston H. HarteNULL (10.6%) sends board letter, saying may 2/15/2018 Karpus (10.5%)NULL submits stockholder proposal to authorize self- nominate 3 director candidates. tender at/close to NAV. 2/15/2018 radley L. Radoff/FondrenNULL Mgmt (7.2%) amend 13D, states they 8/1/2017 ISS recs FOR management,NULL AGAINST shareholder proposals have had numerous conversations w/co. Continue to demand (AGM). the chairman resign, the board be meaningfully reconstituted, & 7/31/2017 ISS recs FOR reorgNULL (special mtg). the co. adhere to best corp. governance practices. 6/26/2017 Company files defNULL proxy (AGM). 2/14/2018 Harte (10.57%)NULL & Franklin (former CEO/chrmn) file 13D, indicates the co. unreceptive to engagement, say concerned with 6/16/2017 Company files prelimNULL proxy (AGM) containing shareholder poor performance, stock price decline, transaction history, & proposals. corp. governance. May nominate directors, make other 6/7/2017 Karpus issues pressNULL release, announcing opposition to merger of proposals. MSP into MCN, says dilutive to MSP shareholders. 1/12/2018 Bradley L. Radoff/FondrenNULL Mgmt (5.9%) demands new chairman; 6/1/2017 Company files preliminaryNULL proxy, with May 25 record date and significant changes to board, including removal of longstanding Aug. 18 meeting date, to merge MSP into MCN. directors; declassification of board; ability of shareholders owning 10% to call special meetings. 5/24/2017 The boards of theNULL Madison Strategic Sector Premium Fund (MSP) and the Madison Covered Call & Equity Strategy Fund (MCN) 12/27/2017 Houston H. HarteNULL (10.6%) may talk with mgmt, board and other each approve proposed merger of MSP into MCN. shareholders about ways to enhance shareholder value, including immediately declassifying the board at next AGM & 5/3/2017 Karpus (10.6%)NULL amends 13D, discloses Apr. 28, 2017 stockholder allowing shareholders to call meetings with 10% threshold. proposal of self-tender for all outstanding shares at/close to NAV and nominating Arthur Charles Regan for election to the board at the 2017 annual meeting. Commvault Systems, Inc. (CVLT) 4/7/2017 Karpus amendsNULL 13D, reports 10.2% stake. Activist: Elliott Associates Meeting: 8/23/2018 2/8/2017 Karpus ManagementNULL (9.1%) sends letter to shareholders asking to terminate the Investment Advisory Agreement between the Fund and Madison Asset Management.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 56 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018

Determine, Inc. (DTRM) Oxford Lane Capital Corp. (OXLC) Activist: Neil S. Subin Activist: Karpus Management Meeting: 9/12/2018 Meeting: 9/19/2018

2/26/2018 Neil S. Subin (30.4%)NULL amends 13D, states that the share price 2/9/2018 Karpus ManagementNULL (26.79%) files 13D, reserves right to contact does not reflect the company's true value, that he has engaged the company to express concerns. with the company, and that the company should pursue strategic alternatives to enhance stockholder value. PolarityTE, Inc. (COOL) Activist: John Stetson; Barry Honig Madison Strat Sect Prem Fund (MSP) Meeting: 10/18/2018 Activist: Karpus Meeting: 9/14/2018 3/19/2018 CEO Denver LoughNULL (52.6%) amends 13D, reports March 6 conversion of Series E shares resulting in issuance of 7.1 million 4/24/2018 Karpus (26.0%)NULL amends 13D. shares (and control of the company), and irrevocable proxy to vote an additional 0.8 million shares. 3/5/2018 Karpus (24.7%%)NULL amends 13D. 2/14/2018 Barry Honig (9.99%)NULL amends 13D, echoes concerns and intent 2/7/2018 Karpus (23.5%)NULL submits shareholder proposal that board expressed by Stetson. consider a self-tender for all fund shares at/close to NAV. 2/13/2018 Stetson (7.7%) NULLfiles 13D, may engage, in particular on board STRATA Skin Sciences, Inc. (SSKN) composition and options for increasing shareholder value. Activist: Sabby Management Seagate Technology plc (STX) Meeting: 9/14/2018 Activist: ValueAct Capital 4/3/2018 Accelmed GrowthNULL Partners (58.3%) files initial 13D. Per March 30 Meeting: 10/18/2018 share purchase agreement with the company, will have right to appoint 4 of 7 directors. Company to make several governance 1/25/2018 ValueAct (7.4%)NULL amends 13D. Company issues 8K reporting VA's modifications post-closing. observer Dylan Haggart is appointed to the board, will serve on compensation committee. Company also appoints Judy Bruner, 1/2/2018 Sabby ManagementNULL (9.99%) files initial 13D. Disagrees with who will serve on audit and finance committees. board opting for strategic review over taking a $15M equity investment. Also disagrees with recent choice of chairperson. 9/1/2017 ValueAct (7.4%)NULL amends 13D and discloses agreement to May seek director nominations. purchase up to 6,000,000 additional shares.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 57 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 8/14/2017 ValueAct increasesNULL stake to 7.2%. VA has had and anticipates 3/12/2018 Karpus (24.95%)NULL files 13D, prelim proxy, and sends letter to the having further discussionswith company's officers and directors. board. Will nominate Arthur Charles Regan to the board of VA has had an employee acting as board observer since Sept. 19, trustees and propose a board declassification. 2016. Towerstream Corp. (TWER) Altaba, Inc. (AABA) Activist: Barry Honig Activist: TCI Fund Management Meeting: 12/13/2018 Meeting: 10/24/2018 2/15/2018 Barry Honig (8.8%)NULL files 13D, may engage, in particular on board 3/15/2018 TCI Fund ManagementNULL (9.7%) files 13D and sends letter to the composition and options for increasing shareholder value. board urging a liquidation. Bravo Brio Restaurant Group (BBRG) FieldPoint Petroleum Corp. (FPPP) Activist: PHR Holdings; Kanen Wealth Mgmt Activist: Natale Rea Meeting: 12/14/2018 Meeting: 10/26/2018 4/4/2018 Kanen (4.99%) NULLamends 13D. 4/20/2018 Natale Rea (6.98%)NULL says poor operational, financial, stock 3/2/2018 Kanen (3.6%) amendsNULL 13D. performance due to management. Proposed non-renewal of management's contracts. Also mentions the company owes his 1/31/2018 Kanen Wealth ManagementNULL (5.3%) files 13D, intends to hold Trivista Operating $107,000, plus attorney fees and court costs. discussions with the company on operational and strategic matters, including ways to improve same store sales and China Auto Logistics, Inc. (CALI) operational performance. Activist: Barna Capital Group 1/29/2018 PHR Holdings (5.5%)NULL files 13D, may seek discussions. Meeting: 11/16/2018 WSI Industries, Inc. (WSCI) 1/10/2018 Barna Capital GroupNULL (19.5%) files initial 13D, wants to address Activist: DPW Holdings discount to NAV. Wants operational changes, dividend/buybacks, and eventually a sale/take private Meeting: 12/21/2018 transaction. May seek a board seat. 3/19/2018 Company disclosesNULL March 19 response rejecting DPW's request for company opt-out of Minnesota's Control Share Acquisition Managed Drn Inv Gr Muni Fnd (MZF) provisions and for special committee approval to become an Activist: Karpus Investment Management interested shareholder. Believes DPW has not made a good faith proposal. Meeting: 12/6/2018

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 58 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - North America April 2018 3/13/2018 DPW (9.2%) amendsNULL 13D, discloses March 12 letter outlining 2/9/2018 Lemelson CapitalNULL Management releases public letter to the DPW's agreement with the company's March 9 proposal to board. Wants removal of CEO Rick Wheeler and CFO Thomas attend the March 16 board meeting and withdraw its demand McEntire. Also wants board to explore an immediate sale of the for a special meeting. company. 3/5/2018 DPW amends 13D,NULL discloses March 4 letter to the company including required information on the proposed control share Greif, Inc. (GEF) acquisition. Activist: GAMCO 2/21/2018 DPW (8.8%) amendsNULL 13D, discloses Feb. 16 letter to company Meeting: 2/27/2019 declaring intention to commence a tender at $6.00/share cash. 3/20/2018 GAMCO (5.1%)NULL files initial 13D, no present plans. 1/16/2018 DPW increasesNULL stake to 8.4%. 1/4/2018 DPW Holdings NULL(7.8%) has acquired shares for investment Ecology and Environment, Inc. (EEI) purposes and potentially with a view to acquiring a controlling interest in the company. Activist: Harbert Discovery Fund Meeting: 4/18/2019

Actuant Corp. (ATU) 4/27/2018 Harbert DiscoveryNULL Fund (7.7%) files initial 13D, intends to engage Activist: Southeastern Asset Management the company regarding possible ways to enhance shareholder Meeting: 1/23/2019 value. 3/21/2018 Southeastern amendsNULL 13D, gets 2 of 9 directors. Discloses Digirad Corp. (DRAD) agreement with company to appoint Sidney Simmons and Palmer Clarkson to the board nlt 3/31/2018. Standstill through Activist: Cannell Capital 2019 AGM. Meeting: 4/26/2019 2/20/2018 Southeastern (9.8%)NULL changes from 13G to 13D. Wants direct 4/19/2018 Cannell CapitalNULL (10.8%) says may discuss with board & mgmt. communication with the company to identify best directors and strategic alternatives to maximize shareholder value. governance practices to support the long-term business plan. Supportive of CEO's direction for the company. Owens-Illinois, Inc. (OI) Geospace Technologies Corp. (GEOS) Activist: Atlantic Investment Mgmt Meeting: 5/10/2019 Activist: Lemelson Capital Management Meeting: 2/7/2019 4/30/2018 Atlantic InvestmentNULL Mgmt. (5.1%) says may talk with mgmt. and the board about composition of management and the board, etc. 4/3/2018 Lemelson (8.4%)NULL converts from 13G to 13D.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 59 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - International April 2018 4/2/2018 Group of IsraeliNULL institutional investors (including Amitim Senior Smith United& Nephew Kingdom plc (SN.) Pension Funds, Meitav Dash Investment House and Clal Activist: Elliott Associates Insurance Company Ltd, 6.6% of BEZQ) file minority slate (3 Meeting: 4/12/2018 Confirmed directors). 2/28/2018 CEO Stella HandlerNULL resigns amid corruption investigation. 4/4/2018 CEO Olivier BohuonNULL to step down on May 7. 2/25/2018 Three directorsNULL representing the controlling shareholder B Com 2/8/2018 SN unveils cost-cuttingNULL plan; targeting GBP 160 mn in savings per resign from the board. year by 2022. CEO, Olivier Bohuon, to retire in Oct. 2018. 1/30/2018 Acting chairmanNULL said he expects changes in company's board, in 10/23/2017 Dissident ElliottNULL reportedly asking the company to shed certain response to Elliott's concerns. parts of its business, in a move that could make it a more attractive takeover target. 1/16/2018 Elliott (4.8%) sendsNULL letter to company, calling for restructuring of the holding group that controls Bezeq & immediate resignation of some board members. Icade (ICAD)France Activist: Credit Agricole Assurances BRF SA (BRFS3) 4/25/2018 Confirmed Meeting: Activist: Previ/Petros Pension Fund 4/25/2018 Dissident nomineesNULL not elected (more than 60% of votes Meeting: 4/26/2018 Confirmed AGAINST). 4/13/2018 ISS rec. AGAINSTNULL dissidents. 4/9/2018 ISS recs FOR 1 ofNULL 3 dissident nominees, and AGAINST (re)election of 4 non-independent management nominees. 4/6/2018 Company proposesNULL its own slate, renewing six of 10 board members, including its chairman. 4/4/2018 Credit AgricoleNULL (18.5%) files resolutions to elect three additional representatives to the board. Board opposes publicly the 2/25/2018 Dissidents BrazilianNULL pension funds Petros (11.4) and Previ nominations. (10.7%). Seeking to replace entire board. Besides operational issues, BRF is targeted by a corruption investigation. Bezeq IsraeliIsrael Telecom Corp. (BEZQ) Retelit SpA (LIT) Activist: Elliott Associates Activist: Shareholder Value/ Raffaele Mincione Meeting: 4/26/2018 Confirmed Meeting: 4/27/2018 Confirmed 4/26/2018 Dissidents win NULL1 of 2 seats for newly appointed external directors. 4/27/2018 Shareholder ValueNULL Management (SVM)/Bousval slate wins majority support. New board will be composed of 8 4/11/2018 ISS rec. FOR managementNULL slate. SVM/Bousval nominees, incl. board chairman, and 1 nominee from competing slate. 4/13/2018 ISS rec. FOR ShareholderNULL Value Management slate.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 60 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - International April 2018 4/9/2018 Shareholder ValueNULL Management and Bousval (24.4%) propose slate to renew board, but keeping current CEO and chairman. Pershing Square Holdings Ltd. (PSH) Competing slate from Raffaele Mincione, who recently bought Activist: Undisclosed shareholders 8.9% and signed agreement with other shareholders (total Meeting: 5/10/2018 Confirmed 19.2%). 4/25/2018 PSH announcesNULL a self-tender offer to acquire own shares for up LatecoereFrance (LAT) to $300 million at a 25%-15% discount to NAV. Activist: Sterling Strategic Value 2/28/2018 PSCM AcquisitionNULL Co. withdraws proposed tender offer for PSH Meeting: 5/4/2018 due to regulatory concerns with the Dutch Authority for Financial Markets (AFM). 4/18/2018 Activist dissidentNULL Sterling Strategic Value (6.6% in conjunction 1/18/2018 After shareholderNULL opposition, the management company agrees with La Financiere de l'Echiquier). Seeking two of 11 seats. to raise the price of its tender offer to range of a 16% to 10% Argues Apollo Management and Monarch (24% of LAT) control 5 discount to NAV. Shareholders also request share buybacks from seats, limiting board independence. PSH. 1/3/2018 The managementNULL company of PSH announces a tender offer to Telecom ItaliaItaly SpA (TIT) buy up to $300 million of the company's shares at a 24%-16% Activist: Elliott Associates discount to net asset value. Meeting: 5/4/2018 Confirmed

4/23/2018 Court rules ElliottNULL proposals will not be included at April 24 AGM. Hyundai Motor Co. (A005380) Activist: Elliott Advisors 4/18/2018 ISS rec. FOR ElliottNULL slate (majority) at May 4 EGM. Meeting: 5/29/2018 Confirmed 4/9/2018 ISS rec. FOR ElliottNULL slate at April 24 AGM. 4/24/2018 Elliott releases NULLits plan for Hyundai, including a merger of 4/9/2018 TI's board statesNULL Elliott's proposals will not be voted upon at Hyundai Motors and Hyundai Mobis; reducing cash on the April 24 AGM. balance sheet; pay up to 50 per cent of net income in dividends; 4/9/2018 ISS rec. FOR dissidentNULL proposals.Elliott increases stake to 13.7%, and appointing three new independent directors. including derivatives. 4/24/2018 Elliott releases NULLits plan for Hyundai, including a merger of 4/5/2018 Italian governmentNULL plans to buy 5% stake in TI. Hyundai Motors and Hyundai Mobis; reducing cash on the balance sheet; pay up to 50 per cent of net income in dividends; 3/22/2018 TI announces theNULL resignation of 8 directors (incl 3 Vivendi and appointing three new independent directors. representatives), triggering a renewal of the entire board. 4/24/2018 Elliott releases NULLits plan for Hyundai, including a merger of 3/5/2018 Elliott (6%) concernedNULL about stock price drop and business Hyundai Motors and Hyundai Mobis; reducing cash on the performance; considers nominating directors in a challenge to balance sheet; pay up to 50 per cent of net income in dividends; largest shareholder Vivendi (24%). and appointing three new independent directors.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 61 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - International April 2018 4/4/2018 Shareholders toNULL vote on Hyundai Mobis/Globis transaction on May 29. Wienerberger AG (WIE) 4/4/2018 Reuters reportsNULL investor complains regarding its plan to spin off Activist: Petrus Advisers some Hyundai Mobis' businesses and merge them with Hyundai Meeting: 6/14/2018 Confirmed Glovis (personally backed by Hyundai' controlling Chung family). 4/30/2018 Petrus AdvisersNULL sends a letter to board expressing concerns with 4/4/2018 Reuters reportsNULL investor complains regarding its plan to spin off strategy and operating performance; nominates two directors to some Hyundai Mobis' businesses and merge them with Hyundai supervisory board. Glovis (personally backed by Hyundai' controlling Chung family). 4/4/2018 Shareholders toNULL vote on Hyundai Mobis/Globis transaction on Whitbread plc (WTB) May 29. Activist: Sachem Head Capital 4/4/2018 Reuters reportsNULL investor complains regarding its plan to spin off Meeting: 6/21/2018 some Hyundai Mobis' businesses and merge them with Hyundai Glovis (personally backed by Hyundai' controlling Chung family). 4/25/2018 Company announcesNULL it will pursue a spin-off of Costa Coffee 4/4/2018 Shareholders toNULL vote on Hyundai Mobis/Globis transaction on within 24 months. May 29. 4/17/2018 Elliott disclosesNULL a 6% stake; FT reports it has presented a plan for 4/3/2018 Elliott has disclosedNULL $1 bn. stake in the company and its listed separating Costa Coffee from the Premier Inn chain. subsidiaries KIA and Hyundai Mobis; Calls on the board to 12/7/2017 Activist SachemNULL Head Capital Management (3.4%).Analyst provide detailed "road map as to how it will improve corporate speculation that it might push WTB to spin off Costa, exit the governance, optimize balance sheets, and enhance capital pubs business or borrow against its property portfolio. returns". 4/3/2018 Elliott has disclosedNULL $1 bn. stake in the company and its listed MMC Norilsk Nickel PJSC (MNOD) subsidiaries KIA and Hyundai Mobis; Calls on the board to Activist: Vladimir Potanin/Oleg Deripaska provide detailed "road map as to how it will improve corporate 6/28/2018 governance, optimize balance sheets, and enhance capital Meeting: returns". 4/13/2018 Vladimir PotaninNULL rejects idea of forced auction to solve dispute. 4/3/2018 Elliott has disclosedNULL $1 bn. stake in the company and its listed 2/23/2018 Deripaska to seekNULL Rusal's shareholders approval to initiate a subsidiaries KIA and Hyundai Mobis; Calls on the board to "shoot out" (forced auction) to decide whether it relinquishes or provide detailed "road map as to how it will improve corporate takes full control of MMC. governance, optimize balance sheets, and enhance capital returns". 2/20/2018 Vladimir PotaninNULL (30%) to buy Roman Abramovich's 6% stake in MMC, breaking a 2012 agreement with Oleg Deripaska (28%) not to increase his stake.Deripaska sues Potanin in London to block the deal.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 62 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - International April 2018 2/21/2018 Company announcesNULL resignation of CFO, effective May 4, Arcturus TherapeuticsIsrael Ltd. (ARCT) announces immediate appointment to board of Steve Sanghi and Activist: Joseph Payne Umesh Padval, filling existing vacancies. Meeting: 6/30/2018 1/18/2018 Starboard announcesNULL nominees for all 9 board seats.

4/20/2018 The board postponesNULL indefinitely the EGM; files lawsuit against 1/8/2018 Starboard publishesNULL open letter to CEO/board, says recently former CEO for violation of securities law. announced plan does not go nearly far enough to address the company's problems with revenue growth and margins, skeptical 2/16/2018 Joseph Payne (13.7%),NULL former President and CEO, requisitioned co can reach those "modest targets." special meeting to replace 4 directors, after being fired by the board. EGM scheduled for May 7. 1/2/2018 Starboard (10.7%)NULL amends 13D to report that it exercised all forward purchase contracts previously disclosed. Mellanox Technologies,Israel Ltd. (MLNX) 11/22/2017 Starboard (10.7%)NULL argues that operating margins are significantly below peers. Activist: Starboard Value Meeting: 7/25/2018 11/20/2017 Starboard ValueNULL (9.8%) files 13D, notes "growing disparity" between company's margins, growth, and stock price vs. its peer 3/19/2018 Starboard pressNULL release says company's plan to hold special group. meeting in May and delay AGM is an entrenchment tactic and exemplifies that changes are needed. Gloo Networks plc (GLOO) 3/15/2018 Company disclosesNULL letter from counsel to Starboard saying EGM Activist: Richard Bernstein is necessary b/c of lack of Israeli precedent to reliably determine Meeting: 9/12/2018 vote requirement to elect directors and how shareholders would vote on proxy cards for those directors. 4/17/2018 Activist RichardNULL Bernstein (8%). Calles on Gloo to stop spending 3/12/2018 Starboard deliversNULL letter to the board, argues the EGM is an the cash left and to return it to shareholders if it cannot attempt to delay the AGM, and that the governance reforms can complete a takeover. be implemented while holding the 2018 AGM without the delay. 3/7/2018 Starboard files NULLprelim proxy for AGM. Company files prelim Unilever plc (ULVR) proxy for EGM. Activist: Columbia Threadneedle 3/7/2018 Company announcesNULL May EGM for shareholders to vote on Meeting: 9/14/2018 plurality standard and universal proxy cards for contested 3/22/2018 Shareholder opposition:NULL Columbia Threadneedle. director elections will precede anticipated July 25 AGM. Starboard counters that company is making "reactionary" 3/14/2018 Unilever to consolidatingNULL its headquarters in the Netherlands, changes. abandoning a U.K. base.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 63 of 78 ISS Special Situations Research Contentious Pipeline Proxy Contests - International April 2018

BHP Billiton (BHP) Activist: Elliott Associates Meeting: 11/16/2018

3/7/2018 BHP to considerNULL swapping onshore US shale assets for offshore assets. 2/20/2018 BHP says will meetNULL with Elliott this week. 2/5/2018 Elliott (5.5%) saysNULL BHP Billiton should immediately review its dual structure; says reorganizing as one company in Australia would add >$22 billion in shareholder value.

thyssenkruppGermany AG (TKA) Activist: Cevian Meeting: 1/18/2019

1/19/2018 Activist Cevian NULL(18%), questions the company's complex structure and strategy.

KoninklijkeNetherlands Ahold Delhaize NV (AD) Activist: CIAM Meeting: 4/11/2019

3/29/2018 Activist dissidentNULL CIAM. Calls for AD to drop option agreement with the Stichting Continuïteit Ahold Delhaize (antitakeover device).

BarclaysUnited plc Kingdom (BARC) Activist: Edward Bramson Meeting: 5/1/2019

3/19/2018 Activist EdwardNULL Bramson has reportedly built a stake in the company and controls 5.16% of the voting rights.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 64 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 11/7/2017 Media reports NULLthat Brookfield Asset Mgmt. is in early talks to Dell Technologies, Inc. (DVMT) acquire shares of GGP it does not own; Brookfield owns 34.6%. Bidder: VMware Inc (VMW) Meeting: Globalstar, Inc. (GSAT) Bidder: NULL 3/13/2018 Jericho Capital NULL(1.8% of VMW) criticizes potential merger with Dell. Meeting: 2/28/2018 Company announcesNULL IoT collaborations with Dell on surveillance, 4/30/2018 Mudrick CapitalNULL (5.6%) believes sale to Thermo is ill-advised and edge-to-cloud solutions. dilutes unaffiliated shareholders to benefit company's 2/2/2018 Dell files 13D, saysNULL it's evaluating potential business combination CEO/chairman. Looking at all avenues, including legal, to oppose between Dell & VMW. deal. 2/1/2018 Reuters reportsNULL that Dell is exploring reverse merger with VMW, 4/25/2018 Globalstar agreesNULL to be acquired by Thermo Acquisitions, which with VMW buying Dell. is controlled by Jay Monroe, Executive Chairman & CEO of Globalstar. 1/25/2018 WSJ reports thatNULL Dell is exploring strategic alternatives with VMW. Dell owns 82.0% of VMW Class A shares. LaSalle Hotel Properties (LHO) GGP, Inc. (GGP) Bidder: Pebblebrook Hotel Trust (PEB) Meeting: Bidder: Brookfield Property Partners L (BPY) Meeting: 4/23/2018 HG Vora (8.2%)NULL amends 13D. Has engaged with the company concerning strategic alternatives, including a potential sale of the 3/26/2018 Brookfield agreesNULL to buy rest of GGP at $23.50/shr. in cash. BTIG company. calls offer "wholly inadequate." 4/2/2018 HG Vora CapitalNULL (7.1%) agrees that Pebblebook offer inadequate 12/29/2017 Company announcesNULL Heath Fear to succeed to Michael Berman but says board should evaluate potential sale, which it believes as CFO, effective Jan. 2, 2018. would maximize value. 12/11/2017 GGP rejects Brookfield'sNULL $23.00/shr. offer. Brookfield CEO says 3/28/2018 Pebblebrook saysNULL willing to negotiate on price and cash/stock talks remain active, expects Brookfield to ultimately buy GGP. mix after due diligence; notes that proposal valued LHO at 11/13/2017 GGP confirms receiptNULL of Brookfield offer, forms special $30.00/shr. committee. 3/28/2018 LaSalle Hotel PropertiesNULL rejects' Pebblebrook's unsolicited bid of 11/11/2017 Brookfield PropertyNULL Partners L.P. (BPY) makes unsolicited bid for 0.8655 PEB shares of per LHO share. GGP. Offer is $23.00/shr, 50% in cash, 50% stock. GGP had closed on Nov. 6, last day before media reports of deal talks, at 52-week low of $19.01.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 65 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 3/26/2018 Company announcesNULL it will be acquired for $13.50/shr. in cash Layne Christensen Company (LAYN) by UK's JD Sports Fashion Plc (LSE: JD). Bidder: GRANITE CONSTRUCTION INCORPORA (G 2/20/2018 Sports Direct reportsNULL 31.8% economic interest and 3.97 million Meeting: voting shares (approx 9.8%).

3/20/2018 Cetus Capital andNULL Littlejohn & Co (9.9% combined) amend joint 1/22/2018 Sports Direct reportsNULL reduced economic and voting interest. 13D in LAYN, disclose letter to shareholders. Will oppose Economic interest at 26.3%. Voting shares at 2.96 million proposed acquisition by GVA on grounds it undervalues LAYN. (approx 7.3%). 2/14/2018 Layne ChristensenNULL and Granite Construction announce execution 11/20/2017 Sports Direct reportsNULL 35.0% economic interest including 10.8% of merger agreement. Stock for stock deal, LAYN holders to voting interest, with the rest held through derivatives without receive fixed ratio of 0.27 GVA shares and own 12% of pro forma voting power. combined co. Close expected 2Q2018. 11/2/2017 Sports Direct reportsNULL 30.5% economic interest including 3.7% voting interest, with the rest held through derivatives without Nordstrom, Inc. (JWN) voting power. Bidder: Nordstrom family () 8/30/2017 Finish line sharesNULL fall 24%; company adopts poison pill (12.5% trigger). A week prior, Sports Direct International updated 13D Meeting: disclosing 7.9% stake plus additional economic interest of 3/5/2018 Company announcesNULL that a special committee of the board has 20.13%. rejected $50/shr mgmt buyout offer received from Nordstrom family, which includes several top executives. UTStarcom Holdings Corp. (UTSI) 10/16/2017 Nordstrom familyNULL has told Special Committee that, due to Bidder: Tonghao Group () financing concerns, it has suspended actively exploring a going Meeting: private transaction through the end of the year. 6/7/2017 Company has formedNULL special committee of board and approved 12/8/2018 Tonghao GroupNULL files 13D (9.9% stake); will engage with the in advance formation of potential MBO group, due to potential board, with the view to acquire all outstanding shares. conflicts. Standstill through Jan. 31, 2019. 6/7/2017 Nordstrom familyNULL (31.4% combined) forming group interested in Viacom, Inc. (VIAB) taking company private. Hired Moelis as financial advisor. Group Bidder: CBS (CBS) includes current execs. Not interested in other offers. Meeting:

4/9/2018 Viacom asks forNULL 0.68 CBS shares per Viacom class B share; CBS The Finish Line, Inc. (FINL) had offered 0.55, Reuters reports. Bidder: Sports Direct International pl (SPD) Meeting:

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 66 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 4/3/2018 CBS makes $12.5NULL billion offer to Viacom, just below Viacom's 12/19/2017 Kindred announcesNULL acquisition by a consortium of Humana plus current price and wants its mgmt team to run the combined two PE funds for $9 cash/share. company, according to media reports. 2/1/2018 Viacom and CBSNULL issue separate press releases, each announcing Amber Road, Inc. (AMBR) that its board has formed a special committee to evaluate a Bidder: E2open Inc (EOPN) potential combination between the two companies. Meeting: 5/1/2018 Confirmed 1/17/2018 Shari Redstone,NULL vice chair of Viacom & of CBS, is pushing for the two cos. to merge; CBS' CEO has concerns. Redstone family has 4/26/2018 Altai ups stake NULLto 8.4%. ~80% voting stake in both cos. Also pushing for new directors at 3/12/2018 Altai Capital ManagementNULL (5.83%) files 13D, intends to engage in CBS, which already has such plans. discussions related to the unsolicited offer by E2open and Insight Venture Partners to acquire the company. Kindred Healthcare, Inc. (KND) Bidder: Humana Inc (HUM) USG Corp. (USG) Meeting: 4/5/2018 Confirmed Bidder: NULL Meeting: 5/9/2018 Confirmed 4/5/2018 Deal approved.NULL 3/27/2018 Delaware ChanceryNULL Court requires that the company hold the 5/1/2018 Company announcesNULL board has authorized management to meeting open from March 29 through April 5 to allow negotiate and is prepared to enter into a confidentiality shareholders time to consider additionally disclosed information. agreement for due diligence. 3/23/2018 Company files supplementalNULL materials; Brigade highlights 4/29/2018 ISS recs AGAINSTNULL management. concerns over the sales process. 4/26/2018 Company files investorNULL presentation. 3/21/2018 Brigade (7.4%) NULLdiscloses letter reaffirming its opposition to the 4/24/2018 Bloomberg reportsNULL 5th largest shareholder Shapiro Capital merger. Management (3.1%) supports withhold campaign, believes $42 is 3/16/2018 ISS recs for theNULL merger. an adequate bid. 3/8/2018 Brigade files lawsuitNULL in Delaware Court, seeking to block 4/20/2018 Knauf files definitiveNULL proxy. acquisition of Kindred. 4/17/2018 Knauf files shareholderNULL presentation. 2/1/2018 Brigade (5.8% KNDNULL stake) amends 13D. Maintains opposition to 4/16/2018 Knauf releases NULLpublic letter to board, criticizes USG for refusing $9 price, claims timing at current valuation shortchanges existing to provide list of shareholders and refusing to meaningfully KND shareholders. engage. 12/27/2017 Brigade CapitalNULL (5.8% KND stake) files initial 13D, discloses letter 4/12/2018 Berkshire HathawayNULL (31.0%) tells Bloomberg that it intends to to the Kindred board opposing the deal on grounds that timing is vote against the 4 directors management is proposing. opportunistic and $9 valuation is inadequate.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 67 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 4/10/2018 Knauf urges shareholdersNULL to vote against all four management 4/6/2018 Tender offer extendedNULL to April 13 (only 16.1% of shares director nominees at 2018 AGM. tendered). 4/10/2018 Knauf files preliminaryNULL proxy. 3/24/2018 Tender offer extendedNULL to April 2 (only 15.1% of shares tendered). 3/29/2018 Company files definitiveNULL proxy. 3/24/2018 Tender offer extendedNULL to April 2 (only 15.1% of shares tendered). 3/26/2018 Gebr. Knauf KGNULL of Germany (10.5% shareholder) makes 3/5/2018 Tender offer extendedNULL to March 9 (only 10.5% of shares unsolicited, all-cash offer of $42.00/shr. tendered). 3/26/2018 Berkshire HathawayNULL (30.8%) proposes to write Knauf a 6-month 3/5/2018 Tender offer extendedNULL to March 9 (only 10.5% of shares option for $2.00/shr. to purchase all of Berkshire's USG shares at tendered). same price (less $2/shr) as other shareholders (if deal 2/20/2018 QCOM increasesNULL offer to $127.50 (16% increase) and reduces consummated) and not less than $42 per share. acceptance threshold to 70%; Elliott and other dissidents, 3/26/2018 USG board rejectsNULL Knauf's $42/shr. all-cash offer as "wholly controlling 28% in total, enter into a binding agreement to inadequate," says "does not reflect USG's intrinsic value." accept the offer. Offer valid until 5 March. 2/20/2018 QCOM increasesNULL offer to $127.50 (16% increase) and reduces NXP Semiconductors NV (NXPI) acceptance threshold to 70%; Elliott and other dissidents, Bidder: QUALCOMM Incorporated (QCOM) controlling 28% in total, enter into a binding agreement to Meeting: 5/11/2018 Confirmed accept the offer. Offer valid until 5 March. 1/12/2018 NXP extends tenderNULL offer period to Feb. 9. 4/27/2018 Tender offer extendedNULL to May 11 (only 12.7% of shares tendered). 1/12/2018 NXP extends tenderNULL offer period to Feb. 9. 4/27/2018 Tender offer extendedNULL to May 11 (only 12.7% of shares 12/11/2017 Elliott releases NULLletter, saying NXP is worth $135 a share on a tendered). standalone basis. 4/19/2018 Chinese authoritiesNULL say deal may have a negative impact on 12/11/2017 Elliott releases NULLletter, saying NXP is worth $135 a share on a market competition, QCOM makes further concessions. Parties standalone basis. extend acquisition agreement to July 25. Deal will terminate if 11/6/2017 Broadcom makesNULL a hostile bid for QCOM, inclusive of NXP regulatory approval not obtained by then. acquisition based on current terms. 4/19/2018 Chinese authoritiesNULL say deal may have a negative impact on 11/6/2017 Broadcom makesNULL a hostile bid for QCOM, inclusive of NXP market competition, QCOM makes further concessions. Parties acquisition based on current terms. extend acquisition agreement to July 25. Deal will terminate if 9/26/2017 Offer extendedNULL to Oct. 20. regulatory approval not obtained by then. 4/6/2018 Tender offer extendedNULL to April 13 (only 16.1% of shares 9/26/2017 Offer extendedNULL to Oct. 20. tendered). 8/24/2017 Offer period extendedNULL to Sept. 22. 8/24/2017 Offer period extendedNULL to Sept. 22.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 68 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 8/4/2017 Elliott disclosedNULL 6% stake; indicates it's pushing for an increase in 5/1/2018 Company files definitiveNULL proxy; board size is 4. the offer. 4/30/2018 Miller files definitiveNULL proxy, nominates 4 to board. 8/4/2017 Elliott disclosedNULL 6% stake; indicates it's pushing for an increase in 4/23/2018 Company files definitiveNULL proxy. the offer. 7/27/2017 Tender offer extendedNULL to August 24. 4/20/2018 Miller (8.7%) filesNULL prelim proxy, reduces dissident slate from 5 to 4 by withdrawing his own name from nomination. 7/27/2017 Tender offer extendedNULL to August 24. 4/16/2018 Miller letter to NULLboard cites concern over uncertainty created by 6/28/2017 Offer period extendedNULL to July 27. company's multiple re-sizings of the board over prior two weeks, 6/28/2017 Offer period extendedNULL to July 27. and company's request to add two dissident nominees to mgmt card after having rejected use of universal card. 6/9/2017 EU CommissionNULL opens in-depth investigation into proposed 4/13/2018 Company files prelimNULL proxy and announces Michael Blitzer will merger; raises anti-competition concerns. Decision expected by not stand for re-election. Board will decrease to four directors, Oct. 17. effective upon commencement of the AGM. 6/9/2017 EU CommissionNULL opens in-depth investigation into proposed 4/12/2018 Company announcesNULL board decreased to 5 following Apr. 11 merger; raises anti-competition concerns. Decision expected by resignation of Jean-Claude Jacomin (appointed in connection Oct. 17. with the Orchestra settlement) due to health reasons. Miller to 5/31/2017 Tender extendedNULL to June 28. nominate two more--self plus Holly Alden--at 2018 AGM. 5/31/2017 Tender extendedNULL to June 28. 4/12/2018 Company announcesNULL board decreased to 5 following Apr. 11 5/30/2017 Investors, includingNULL Elliott Management, urging NXP to resignation of Jean-Claude Jacomin (appointed in connection renegotiate higher offer with Qualcomm. with the Orchestra settlement) due to health reasons. Miller to nominate two more--self plus Holly Alden--at 2018 AGM. 5/30/2017 Investors, includingNULL Elliott Management, urging NXP to renegotiate higher offer with Qualcomm. 4/3/2018 Settled with Orchestra-PremamanNULL (13.2%), who gets 2 representatives on the board, including its chairman. Board 10/27/2016 Qualcomm to buyNULL NXP for $38 billion; $110 cash/share offer expands to 6. Standstill expires prior to 2019 AGM. represents 34% premium to unaffected price. Rumors of a deal surfaced 9/29/16. 4/3/2018 Settlement. Orchestra-PremamanNULL (13.2%) gets 2 representatives on the board, including its chairman. Board expands to 6. 10/27/2016 Qualcomm to buyNULL NXP for $38 billion; $110 cash/share offer Standstill expires prior to 2019 AGM. represents 34% premium to unaffected price. Rumors of a deal surfaced 9/29/16. 3/30/2018 Miller letter to NULLboard requests use of universal proxy card. 3/30/2018 Nathan Miller requestsNULL company use universal proxy card in Destination Maternity Corp. (DEST) upcoming proxy contest. Bidder: Nathan Miller 3/27/2018 Nathan Miller, NULLif elected to the board, would support expanding Meeting: 5/23/2018 Confirmed the board to allow Orchestra-Premaman board seats.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 69 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 3/27/2018 Miller supportsNULL expanding the board to add Orchestra 2/8/2016 Orchestra-PremamanNULL increases cash component from 20 representatives if Miller nominees are elected. percent to approximately 29 percent of the aggregate offer 3/26/2018 Nathan Miller intendsNULL to nominate three people for board at value. 2018 AGM: Christopher Morgan, Marla Ryan and Anne-Charlotte 12/14/2015 Orchestra-PremamanNULL (13.3%) made an unsolicited bid to Windal. purchase the company. The board rejected the offer. 3/26/2018 Nathan Miller (7.8%)NULL forms group with Peter O'Malley (1.0%), discloses nomination of Christopher Morgan, Marla Ryan and Perry Ellis International, Inc. (PERY) Anne-Charlotte Windal to the board for 2018 AGM. Bidder: George Feldenkreis () 12/27/2017 Nathan Miller (7.8%)NULL intends to engage in "constructive Meeting: 6/13/2018 dialogue" with board & mgmt. including identifying qualified board & mgmt candidates, increasing the size of the board, and 4/26/2018 Feldenkreis andNULL Fortress again reaffirm the offer of $27.50/shr. optimizing the capital structure. Feldenkreis and company amend confidentiality agreement to further facilitate discussions/due diligence. 10/19/2017 Shareholders electNULL all incumbent directors up for re-election. 4/9/2018 Feldenkreis andNULL Fortress Credit Advisors reaffirm offer with 10/10/2017 Dissident files defNULL proxy for vote no campaign. Fortress' financial backing. Company agrees to extend 9/29/2017 ISS recs FOR incumbentNULL directors. nomination deadline until April 30 and permit Feldenkreis to nominate director candidates after 11:59 p.m. EDT on April 26, 9/28/2017 Orchestra-PremamanNULL S.A.(13.8%) files preliminary proxy urging 2018. shareholders to oppose reelection of incumbent directors given the company's "decreasing revenue, insufficiently clear financial 3/14/2018 Feldenkreis & companyNULL enter into a confidentiality agreement to reporting and prolonged stock underperformance." facilitate due diligence in connection with a going private transaction. Also entered into a standstill, & company extended 9/25/2017 Orchestra-PremamanNULL (13.8%) announces Vote No campaign the window to nominate directors at 2018 AGM. against incumbent directors. 3/12/2018 Feldenkreis (11.3%)NULL amends 13D & delivers letter to board 9/7/2017 Director Allen WeinsteinNULL appointed Interim CEO, replacing reaffirming the offer & requesting extension of the deadline for Anthony Romano.Barry Erdos appointed chairman. nominating directors at 2018 AGM to allow for discussions. Will 7/27/2017 Parties terminateNULL merger agreement, noting regulatory nominate directors if extension is not granted. concerns. 2/26/2018 Company has authorizedNULL independent special committee to 12/23/2016 Director Dan PlantsNULL resigns. evaluate the Feldenkreis offer. Independent financial advisor and legal counsel retained. 12/20/2016 Companies announceNULL def merger agreement. 2/7/2018 Company founderNULL George Feldenkreis (11.3%), with backing of 3/15/2016 Company entersNULL into a confidentiality agreement with Orchestra- Fortress Investment Group offers to buy company for Premaman to evaluate possible strategic transactions. $27.50/shr. in cash.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 70 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 2/7/2018 SD says its boardNULL will "carefully review and evaluate Midstates' SandRidge Energy, Inc. (SD) proposal," taking into account co's strategic plan and standalone Bidder: Midstates Petroleum Company In (MPO) prospects. Meeting: 6/15/2018 2/6/2018 Midstates PetroleumNULL offers to buy SandRidge for all stock; SD shareholders would own 60% of combined company. Supported 4/27/2018 Fir Tree decreasesNULL stake to 5.7%. by large Midstates shareholder Fir Tree, which also owns 8.2% of 4/24/2018 Icahn files preliminaryNULL proxy. SD. 4/23/2018 Icahn demandsNULL books and records. 1/23/2018 Company raisesNULL poison pill threshold to 15%, eliminates "acting in concert" portion. Rejects Icahn's requests to replace 2 board 4/20/2018 Company files prelimNULL proxy. members and require supermajority vote on M&A, exec. comp. 4/19/2018 Company announcesNULL Michael Bennett appointed to replace John Says "will readily consider a premium takeover proposal." Genova as chairman; Kenneth Beer appointed as new 1/9/2018 Icahn AssociatesNULL (13.5%) calls on board to remove 2 of 5 independent director. Board wants shareholder approval to keep incumbent directors, add 2 reps chosen by large shareholders the limited duration poison pill in place until Nov. 26, 2018. (>=1 by Icahn), require >=4 directors to approve big transactions, 4/16/2018 Icahn disclosesNULL April 13 nomination of Jonathan Frates, Nicholas cancel poison pill or raise threshold to 25%. Graziano, Jack Lipinski, Bob Alexander, and Randolph Read for election at 2018 AGM. Connecticut Water Service, Inc. (CTWS) 4/4/2018 Icahn announcesNULL intent to nominate full slate of nominees at Bidder: SJW Group (SJW) 2018 who would run a formal process to evaluate strategic Meeting: 6/30/2018 alternatives, believes current board would destroy value if allowed to pursue strategic alternatives. 4/27/2018 Eversource filesNULL preliminary proxy in opposition to MOE between CTWS and SJW. 3/19/2018 Company announcesNULL it has rejected offer by Midstream, will undertake formal process to evaluate strategic alternatives to 4/19/2018 Eversource EnergyNULL announces unsolicited Apr. 5 cash bid of maximize shareholder value. $63.50/CTWS shr. CTWS announces board has unanimously reaffirmed MOE, which now (based on Apr. 19 closing price) 3/19/2018 Company announcesNULL rejection of MPO's offer, says proposed represents $63.70/shr. combination is highly dilutive. Launches strategic review to evaluate mid-continent options and North Park Basin assets. Has 3/15/2018 CTWS announcesNULL MOE with SJW Group. CTWS shareholders to received other indications of interest. receive 1.1375 shares of SJW per share of CTWS, equivalent to $61.86/shr at announcement, and will own approx 40% (fully 2/8/2018 Company announcesNULL departure of CEO, immediately, and of diluted basis) of combined co. CFO, after 10-K filed. Appoints board member Bill Griffin as interim CEO & ex-banker Sylvia Barnes as independent board member. Commits to cutting CapEx and SG&A in 2018.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 71 of 78 ISS Special Situations Research Contentious Pipeline Mergers - North America April 2018 6/23/2017 Consortium ledNULL by CEO Yin agreed to revised purchase price of Maritime Resources Corp. (MAE) $7.00/shr cash. Bidder: Anaconda Mining Inc (ANX) 2/4/2016 Group affiliatedNULL with Chinese co Sinobioway Biomedicine offers Meeting: 6/30/2018 $7.00/shr in cash.

4/30/2018 Director circularNULL is filed recommending rejection of unsolicited 2/1/2016 Consortium ledNULL by CEO Yin (29.5% as of June 23, 2017) agreed to hostile bid by Anaconda Mining. buy company for $6.18/shr cash. 4/27/2018 Company announcesNULL private placement of up to $1M. BioCryst Pharmaceuticals, Inc. (BCRX) 4/16/2018 Company advisesNULL shareholders to take no action regarding Bidder: Idera Pharmaceuticals Inc (IDRA) unsolicited offer. Meeting: 7/10/2018 Confirmed 4/13/2018 Anaconda MiningNULL files takeover circular offering 0.39 ANX shares for each MAE share. 4/10/2018 BioCryst and IderaNULL announce meetings rescheduled to July 10. 3/26/2018 Company closesNULL private placement announced on December 15, 4/2/2018 RA Capital ManagementNULL (7.1%) to vote against transaction. 2017 and March 1, 2018 by raising additional $530,000. 3/6/2018 Baker Bros. AdvisorsNULL & affiliates increase stake to 19.99%. Signed 3/20/2018 Company respondsNULL to Anaconda announcement. voting agreement (at time of merger) to vote for merger. 3/19/2018 Anaconda MiningNULL Inc. (TSX:ANX) announces intention to make a 2/15/2018 Great Point PartnersNULL (7.6% of BCRX) opposes deal. formal offer to acquire company for consideration of 0.364 of 1/22/2018 BioCryst and IderaNULL announce definitive merger agreement. ANX shares for each MAE share. BioCryst stockholders to own 51.6% of combined company.

Sinovac Biotech Ltd. (SVA) Microwave Filter Company, Inc. (MFCO) Bidder: CEO-led MBO () Bidder: Zeff Capital, LP () 6/30/2018 Meeting: Meeting: 1/30/2019 3/6/2018 Company amendsNULL shareholder rights plan. Says dissident 1/30/2018 Gerst Capital (6.4%)NULL files 13D, indicates that it sent a letter to the shareholders including 1Globe Capital and Chiang Li family have board on 1/29 expressing agreement with Zeff's position. Argues ~45% stake. that Greg Gerst should be added to the board if the company 3/5/2018 Company says NULLall directors re-elected. Says dissident declines to be purchased. shareholders' votes not validly cast. 1/22/2018 Zeff Capital (8.6%)NULL offers to acquire company for $0.72/shr. in 1/31/2018 Group affiliatedNULL with Sinobioway Biomedicine writes open letter, cash. says it made $8.00/shr cash offer. Says board has not fulfilled fiduciary duty, should not be re-elected.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 72 of 78 ISS Special Situations Research Contentious Pipeline Mergers - International April 2018 12/6/2017 Agreed deal, 0.475NULL HMSO shares per INTU share. Statutory FirstgroupUnited plc Kingdom (FGP) merger, requires target and acquirer shareholder approval. Bidder: Apollo Global Management () Committed support for the deal at target (50.6%) and acquirer Meeting: (11.9%). 4/12/2018 Unsolicited bidNULL from Apollo, cash offer, undisclosed price.FGP NH Hotel Group SA (NHH) rejects the offer: "opportunistic" timing. Bidder: Grupo Barcelo () Meeting: HammersonUnited Kingdom plc (HMSO) Bidder: KlepierreFrance (LI) 1/10/2018 NH's board rejectsNULL the offer; argues offer undervalues NH and does not incl control premium; leaves door open for other bids. Meeting: 11/20/2017 Unsolicited bid,NULL stock deal. Barcelo proposes to merge and 4/16/2018 Klepierre withdrawsNULL bid. control 60% of the combined entity. 4/11/2018 Klepierre reportedlyNULL increases offer to 635 p per HMSO share (50% in cash and 50% in stock). HMSO's board rejects the Shire plc (SHP) increased offer; says it "continues very significantly to Bidder: TakedaJapan Pharmaceutical Co Ltd (4502) undervalue the company". Meeting: 3/19/2018 Klepierre makesNULL unsolicited bid for HMSO. Cash-and-share offer of 615 p per share (41% premium). HMSO's board rejects the 4/25/2018 Takeda reachesNULL preliminary agreement with Shire, raises bid to offer as opportunistic. GBP 49 per share (59.6% premium to unaffected price), GBP 21.75 in cash and GBP 27.26 in stock. Poor market reaction on Intu PropertiesUnited Kingdom plc (INTU) acquirer's side. Bidder:United Hammerson Kingdom plc (HMSO) 4/20/2018 Takeda increasesNULL offer to GBP 47 per share, GBP 21 in cash and GBP 26 in stock. Meeting: 4/19/2018 SHP rejects theNULL offer. 4/25/2018 Deal cancelled.NULL 4/17/2018 Takeda made threeNULL offers, the last one at 17.75 in cash and GBP 4/20/2018 Elliott disclosesNULL 1.5% stake in HMSO. 28.75 in stock, total of GBP 46.50 a share. 4/18/2018 HMSO's board NULLno longer recommends voting for the acquisition 3/27/2018 Takeda consideringNULL an offer for SHP. of INTU. 4/13/2018 Acquirer shareholderNULL opposition: APG (7% of HMSO). Smurfit Kappa Group plc (SK3) Bidder:United International States of America Paper Company (IP) Meeting:

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 73 of 78 ISS Special Situations Research Contentious Pipeline Mergers - International April 2018 3/26/2018 SK3's board rejectsNULL an increased offer from IP; Cash-and stock 2/5/2018 AWE board unanimouslyNULL recommends Mitsui's cash offer. proposal of EUR 37.54 per share. 2/2/2018 AWE raises concernsNULL with Takeover Panel, saying that CERCG's 3/6/2018 International PaperNULL made an unsolicited cash and stock bid to bid fails to address a rival offer by Mineral Resources and does purchase the company. The board rejects the offer. not sufficiently disclose whether funding is available for CERCG. 1/29/2018 Deal jump by Mitsui&CoNULL offering AUD 0.95 per share in cash. TDC A/S (TDC) 12/21/2017 Mineral ResourcesNULL increases offer to AUD 0.415 in cash and Bidder: Danish pension funds/Macquarie Group between 0.0198 and 0.0277 Mineral Resources shares, implying Meeting: 4/4/2018 Confirmed a value of AUD 0.83 per share. AWE accepts the offer; statutory merger. 4/5/2018 Tender offer successful;NULL 87.4% of shares tendered. 12/10/2017 Deal jump by MineralNULL Resources offering AUD 0.80 per share in 2/13/2018 TDC accepts DKrNULL 50.25 per share in cash offer from Macquarie an all-stock deal. consortium, scraps acquisition of MTG assets.Tender offer. 12/8/2017 CERCG increasesNULL offer to AUD 0.73 per share in cash. 2/12/2018 TDC approachedNULL by unidentified bidder. Company announces it intends to withdraw its recommendation of the transaction with 11/30/2017 AWE reports it NULLhas received a cash offer from China Energy MTG if an offer for all shares of TDC is made. Reserve and Chemicals Group (CERCG), valuing its shares at AUD 0.71 per share. Board rejects the offer as too low. 2/8/2018 TDC shareholderNULL meeting expected for March 8. Acquirer shareholder opposition: AllianceBernstein (2.3%). Ablynx NV (ABLX) 2/8/2018 Unsolicited bidNULL from pension funds PFA, PKA, ATP and Macquarie Infrastructure. Offer rumored to be DKr47 a share in cash.TDC Bidder: SanofiFrance (SAN) rejects the offer. Meeting: 5/4/2018 Confirmed 1/31/2018 TDC to buy SwedishNULL MTG's TV station Viasat and other 1/29/2018 Deal jump by SAN,NULL agreed deal for EUR 45 per share in cash. entertainment assets for $2.5 bn: 309m new shares and Tender offer. SKr3.3bn ($419m) in cash. Statutory merger; requires target and 1/8/2018 Unsolicited bidNULL by NOVO, EUR 28 per share in cash and one acquirer shareholder approval.Negative acquirer share price contingent value right with potential payment up to EUR 2.50 reaction: 8.1%. per share. Target's board reportedly rejected the offer. BancTec,United StatesInc. ()of America Yoox Net-A-Porter Group SpA (YNAP) Bidder: MitsuiJapan & Co (8031) Bidder: CompagnieSwitzerland Financiere Richemont (CFR) Meeting: 4/18/2018 Confirmed Meeting: 5/9/2018 Confirmed 4/24/2018 Mitsui disclosesNULL 93.5% ownership at close of extended period; 3/26/2018 CFR officially launchesNULL a cash-offer at EUR 38 per share; confirms it will proceed with minority squeeze-out. acceptance period until May 9 (90% acceptance required). 4/9/2018 Mitsui's offer declaredNULL unconditional; 75.3% of shares tendered.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 74 of 78 ISS Special Situations Research Contentious Pipeline Mergers - International April 2018 2/18/2018 Robotti & CompanyNULL (1%) states offer undervalues company.

1/22/2018 Richemont (49%NULL holder) makes tender offer for remaining shares Gemalto (GTO) it does not own at EUR 38. YNAP CEO Federico Marchetti Bidder: ThalesFrance (HO) supportive of deal. Meeting: 6/6/2018 Confirmed

12/17/2017 Deal jump by HO,NULL EUR 51 per share in cash: GTO accepts the WestfieldAustralia Corp. (WFD) offer. Tender offer; GTO shareholders to vote at EGM on Bidder: UnibailFrance Rodamco SE (UL) technical resolutions that are conditional on the consummation Meeting: 5/17/2018 Confirmed of the offer. ATO drops its bid. 12/14/2017 GTO rejects theNULL offer, "opportunistic" timing. 12/12/2017 Agreed deal, 0.01844NULL UL shares and USD 2.67 in cash per WFD share (17.8% premium). Poor market reaction on acquirer side. 12/12/2017 Unsolicited bidNULL by ATO, EUR 46.00 per share in cash. French state-backed investment fund BPI (8.3% of GTO) supports the FidessaUnited group Kingdom plc (FDSA) deal. Bidder: TemenosSwitzerland Group AG (TEMN) Meeting: 5/21/2018 Sky plc (SKY) Bidder:United Comcast States ofCorporation America (CMCSA) 4/23/2018 Deal jump by IonNULL Investment Group, 39.50 p per share including Meeting: 6/29/2018 dividend.Trading above the offer. 4/3/2018 FDSA's board adjournsNULL April 5 GM in light of two additional 4/13/2018 Takeover panelNULL rules Disney must make a cash offer for Sky at a takeover approaches. price of GBP 10.75 a share within 28 days of its deal with FOXA completing. 2/21/2018 Elliott Capital AdvisorsNULL discloses 4.9% stake; argues offer too low. FDSA trading above the offer. 2/27/2018 Deal jump by ComcastNULL offering GBP 12.50 per share in cash (16% premium to FOXA's offer). Stock trading above the offer. 2/20/2018 Agreed deal, GBPNULL 35.67 in cash plus a final dividend of GBP 0.78 per FDSA share. TEMN share 6% down. 2/20/2018 Elliott increasesNULL stake to 2.3%. 1/26/2018 Elliott Capital AdvisorsNULL discloses 1.1% stake. Fortis HealthcareIndia Limited (532843) 1/23/2018 UK regulator blocksNULL the acquisition of SKY by FOXA on concerns Bidder: Jupiter Asset Management of too much media power concentration. Meeting: 5/22/2018 Confirmed 12/18/2017 Disney requestsNULL to the UK Takeover Panel that it should be exempt from rules that would force it to make a mandatory bid 4/19/2018 Dissident JupiterNULL (12%). Seeking to remove all four incumbents, for SKY, assuming regulators block FOXA's offer. Hedge fund and appoint 3 nominees.Fortis is facing opposition to a related Polygon argues Disney should launch a mandatory offer at GBP party transaction, and is dealing with unsolicited 13 per share. takeover/merger offers.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 75 of 78 ISS Special Situations Research Contentious Pipeline Mergers - International April 2018 12/15/2017 Disney to buy FOXA'sNULL entertainment assets, including its 39% 10/18/2017 ABE considers ATLNULL offer to "be attractive from the industrial stake in Sky. point of view but also believes that the value of the cash 11/8/2017 Media reports NULLthat Murdoch held talks about selling FOXA to consideration could be improved." Walt Disney add uncertainty to the SKY takeover. 10/18/2017 Deal jump by ACS,NULL through Hochtief: EUR 18.76 for each ABE 9/12/2017 Deal referred toNULL the Competition and Markets Authority for share or 0.1281 Hochtief share. further investigation. 10/17/2017 ATL's tender offerNULL closes on Oct. 24. 8/10/2017 Odey Asset ManagementNULL (1%) opposes the deal on "cheap 10/9/2017 Spain's stock marketNULL regulator (CNMV) authorizes ATL bid. price". 8/2/2017 ATL shareholdersNULL approve capital increase to finance acquisition 8/8/2017 UK govt asked NULLcommunications regulator Ofcom to re-examine of ABE. the deal. 7/21/2017 ACS studying a NULLpotential bid for ABE. ABE trading above ATL's 7/14/2017 FOXA declines toNULL table a new offer to protect the editorial cash offer. independence of SKY News, almost certainly triggering a full 5/15/2017 ATL offers EURNULL 16.50 in cash per share or 0.697 ATL restricted inquiry by the British competition authorities. shares per ABE share. 4/7/2017 EU competitionNULL authorities clear the deal. 4/18/2017 ATL preparing unsolicitedNULL bid for ABE. 12/12/2016 Shareholder opposition:NULL Jupiter, Royal London, Standard Life (0.26%), seeking an increase in the offer price. Firstgroup plc (FGP) 12/9/2016 Twenty-First CenturyNULL Fox (39%) offers GBP 10.75 per share in Bidder: West Face Capital cash (36% premium). Meeting: 7/18/2018 XL Group () 4/11/2018 Company receives,NULL and rejects, takeover approach from Apollo. Bidder: Axa (CS) 7/15/2017 Activist dissidentNULL West Face (5%). Press speculation the activist is Meeting: 6/29/2018 seeking a break-up of FGP.

3/3/2018 Agreed deal withNULL AXA, USD 57.60 in cash per share. Acquirer

stock down 10%. Statutory merger, it does not require acquirer Fortis Healthcare Limited (532843) shareholder approval. Bidder: Manipal Health () Meeting: 9/28/2018

Abertis InfraestructurasSpain SA (ABE) 4/19/2018 Jupiter Asset ManagementNULL (12% of Fortis) calls EGM to remove Bidder: AtlantiaItaly SPA (ATL) four directors and appoint three nominees. Meeting: 6/30/2018 4/17/2018 Deal jump by threeNULL different bidders: IHH, Munjal and Burman 3/15/2018 ATL and ACS toNULL launch joint bid for ACS. and Forsun international.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 76 of 78 ISS Special Situations Research Contentious Pipeline Mergers - International April 2018 4/11/2018 Manipal HealthNULL increases offer by 21% to Rs6,061 crore (Rs116 per share). 4/4/2018 Shareholder opposition:NULL Daiichi Sankyo files petition against transaction. 4/2/2018 Shareholder opposition:NULL Eastbridge Capital, Elliott 3/27/2018 Fortis announcesNULL plan to demerge is hospital business and merge it with Manipal Health, in exchange for shares and cash.

© 2018. All Rights Reserved. Institutional Shareholder Services Inc. | www.issgovernance.com Page 77 of 78 ISS Special Situations Research Contentious Pipeline Mergers - International April 2018 The issuers mentioned in this analysis may have purchased self-assessment tools and publications from ISS Corporate Solutions, Inc. (formerly known as ISS Corporate Services, Inc. and referred to as "ICS"), a wholly-owned subsidiary of ISS, or ICS may have provided advisory or analytical services to the issuer in connection with the proxy statements mentioned in this analysis. These tools and services may have utilized preliminary peer groups generated by ISS’ institutional research group. No employee of ICS played a role in the preparation of this analysis. If you are an ISS institutional client, you may inquire about any issuer's use of products and services from ICS by emailing [email protected]. This analysis has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. While ISS exercised due care in compiling this analysis, it makes no warranty, express or implied, regarding the accuracy, completeness or usefulness of this information and assumes no liability with respect to the consequences of relying on this information for investment or other purposes. In particular, the research and voting recommendations provided are not intended to constitute an offer, solicitation or advice to buy or sell securities nor are they intended to solicit votes or proxies. ISS is an independent company owned by entities affiliated with Vestar Capital Partners (“Vestar”). ISS and Vestar have established policies and procedures to restrict the involvement of Vestar and any of Vestar’s employees in the content of ISS' analyses. Neither Vestar nor their employees are informed of the contents of any of ISS' analyses or recommendations prior to their publication or dissemination. Issuers mentioned in this analysis may be a client of ISS or ICS, or the parent of, or affiliated with, a client of ISS or ICS. One or more of the proponents of a shareholder proposal at an upcoming meeting noted in this analysis may be a client of ISS or ICS, or the parent of, or affiliated with, a client of ISS or ICS. None of the sponsors of any shareholder proposal(s) played a role in preparing this analysis. ISS may in some circumstances afford issuers, whether or not they are clients of ICS, the right to review draft research analyses so that factual inaccuracies may be corrected before the report and recommendations are finalized. Control of research analyses and voting recommendations remains, at all times, with ISS. ISS makes its proxy voting policy formation process and summary proxy voting policies readily available to issuers, investors and others on its public website: http://www.issgovernance.com/policy. This analysis and the information herein may not be reproduced or redisseminated in whole or in part without prior written permission from ISS.

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