Each of the Elliott Parties represents and warrants to the Company that: (a) each Elliott Party and the authorized signatory of such Elliott Party set forth on the signature page hereto has the requisite power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it hereto and thereto; (b) this Agreement has been duly authorized, executed and delivered by such Elliott Party, constitutes a valid and binding obligation and agreement of such Elliott Party and is enforceable against such Elliott Party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Agreement by such Elliott Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Elliott or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Elliott Party is a party or by which it is bound; (d) the Selected Nominee (i) is not a principal, director, general partner, managing member, manager, officer, employee, agent or representative of any Elliott Party or any Affiliate of any Elliott Party, (ii) is not an investor in any Elliott Party or any Affiliate of any Elliott Party and (iii) has not served on the board of directors or comparable governing body of any company at the direction or pursuant to the designation of any Elliott Party or any Affiliate of any Elliott Party; (e) neither such Elliott Party nor any of its Affiliates (i) has paid any compensation to any Nominee or other member of the Board in connection with such Person’s service on the Board or (ii) has had any agreement, arrangement or understanding, written or oral, with any Nominee or other member of the Board pursuant to which such Person has been or will be compensated for his or her service as a director on, or nominee for election to, the Board or any committee thereof; and (f) as of the date of this Agreement, (i) the Elliott Parties beneficially own in the aggregate 16,411,491 Company common shares, (ii) the Elliott Parties have no other equity interest in, or rights or securities to acquire through exercise, conversion or otherwise, any equity interest in the Company and (iii) except as disclosed in writing by the Elliott Parties to the Company immediately prior to the execution of this Agreement, is a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Company common shares.