Claudia H. Allen. Partner Chicago. p Practices. Recognition. Education. Selected Experience

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1 Claudia H. Allen Partner Chicago p Practices FOCUS: Governance Mergers and Acquisitions Recognition Best Lawyers in America, The International Who's Who of Governance Lawyers, Expert Guides' Women in Business Law Governance, Best Lawyers Lawyer of the Year 2017, Governance Law, Chicago Education JD, Columbia University, James Kent Scholar, Harlan Fiske Stone Scholar Claudia H. Allen serves as co-chair of the Governance practice. She counsels boards, management and investors in public and private companies on corporate governance matters and related issues, such as shareholder activism and engagement, shareholder proposals, defensive measures including shareholder rights plans, takeover preparedness, board/committee process and structure and fiduciary duties. Her practice also encompasses transactional matters, including private and public mergers and acquisitions, and securities matters, including compliance with the Dodd-Frank and Sarbanes-Oxley Acts. A recognized speaker on corporate governance issues, Claudia has made presentations to the American Bar Association, the Association of Counsel, Institutional Shareholder Services' Governance Exchange, the Minority Counsel Association, the National Investor Relations Institute, the Private Directors Association and the Society of Secretaries & Governance Professionals. She has also appeared on CNBC's Power Lunch and Squawk on the Street. Claudia's landmark studies of forum selection provisions in charters and bylaws and majority voting in director elections have been widely cited, including by the Securities and Exchange Commission and the Report of the New York Stock Exchange Commission on Governance. Her informed perspective and depth of knowledge on governance and transactional issues have made her a sought-after commentator and author for publications including The Wall Street Journal, The New York Times, The Financial Times, The Washington Post, Handelsblatt, Nikkei, The Independent, The Harvard Law School Forum on Governance and Financial Regulation and The Conference Board Governance Center Blog. Claudia chairs the general review task force of the Committee on Laws of the Business Law Section of the American Bar Association and chaired its task force on public company preferred stock. She also served as chairman of the 30th Annual Ray Garrett Jr. and Securities Law Institute at Northwestern University Law School. Selected Experience Representation of a public company audit committee as independent counsel in connection with related party issues and related transaction.

2 BA, Yale University, magna cum laude Bar Admissions Illinois New York Representation of the trustee for certain founding family members in connection with initial public offering of NYSE-listed company with dual-class common stock. Subsequently advised certain trustees concerning securities law issues relating to stock held in trusts. Representation of an NYSE-listed issuer in successfully defeating novel 2012 shareholder proposal from labor union-affiliated fund, seeking repeal of forum selection bylaw. Representation of the board of an NYSE-listed issuer concerning adoption of shareholder rights plan, board declassification and other governance issues. Served as counsel to the audit and nominating and governance committees. Representation of the lead investor in structuring its participation in a private real estate fund formed following Dodd-Frank. Representation of an NYSE-listed REIT in connection with various acquisitions, including $625 million acquisition of a private REIT, acquisition of a public REIT and $1.2 billion portfolio acquisition from a public company. Memberships American Bar Association, Laws Committee and Delaware Business Law Forum American College of Governance Counsel, Fellow Bloomberg BNA, Law & Accountability Report Advisory Board Chicago Finance Exchange Columbia Law School Association, Board of Directors and Vice President Ray Garrett Jr. and Securities Law Institute, Executive Committee Private Directors Association, a Founder Society of Secretaries & Governance Professionals, Chicago Chapter Advisory Committee Association of the Bar of the City of New York The Chicago Bar Association Articles Author, Bylaws Mandating Arbitration of Stockholder Disputes? (April 9, 2015) Author, Fee-Shifting Bylaws: Where Are We Now?, Law & Accountability Report (January 16, 2015) Author, Bylaws and Arbitration, The D&O Diary (July 22, 2014) Author, Trends in Exclusive Forum Bylaws, The Conference Board (January 15, 2014)

3 Author, Trends in Exclusive Forum Bylaws: They're Valid, Now What? (November 18, 2013) Author, Exclusive Forum Provisions: Putting on the Brakes, Bloomberg BNA's Accountability Report (December 14, 2012) Delaware Corporations Seek to Counter Forum Shopping, Harvard Law School Forum on Governance and Financial Regulation (February 14, 2012) 'Say-on-Pay' Becomes 'Sue-on-Pay': Plaintiff Attorneys Are Putting Teeth into Failed Say-on-Pay Votes, The Board (January/February 2012) Study of Delaware Forum Selection in Charters and Bylaws (last updated January 25, 2012) (January 25, 2012) Claudia Allen on Margaret Foran: A Pioneer in Proactive Shareholder Engagement, Directors & Boards (Fourth Quarter 2011) Forum-Shopping and Exclusive Forum Clauses: 'Anywhere But Delaware' or Only in Delaware?, BNA Accountability Report (June 8, 2011) The U.S. Proxy System: Can It Withstand Shareholder Democracy?, BNA Securities Regulation & Law Report (September 20, 2010) Majority Rules the Boardroom, Directors Monthly (April 2008) Majority Voting in Director Elections The New Prevailing Standard, The Counselor (February 2008) Study of Majority Voting in Director Elections, The Harvard Law School Governance Blog (November 23, 2007) Study of Majority Voting in Director Elections (November 12, 2007) Majority Voting and Governance Power, The Board (July 2006) Majority Voting and Shareholder Democracy, Securities Litigation Report (June 2006) The Consequences of Majority Voting, Directorship (May 2006) Majority Voting: One Piece of the Activist Agenda, The Compliance and Regulatory Newsletter (May 2006) Stockholders and Boards: The Shifting Balance of Power, Financial Executives International (March 28, 2006) Internal Controls at Year Three: Where Do We Go from Here?, Directors & Boards (2006) Newsletters Author & Financial Weekly Digest (Weekly)

4 Speaking Engagements & Presentations Presenter 2016 Proxy Season Update: Key Considerations for Public Companies Webinar (December 9, 2015) Moderator 100 Years of Success at Three Private Mid-Market Companies Chicago, Illinois (October 28, 2015) Moderator Who Is in Charge? The Struggle for Power Between Boards and Shareholders 35th Annual Ray Garrett Jr. and Securities Law Institute Chicago, Illinois (April 30, 2015 ) Panelist The 2015 Proxy Season: What Do You Need to Know? Chicago, Illinois (April 21, 2015) Panelist Bylaws, Litigation, Forum Selection and Fee Shifting: End of the Abuse or Just the Beginning 2015 ABA Business Law Section Spring Meeting San Francisco, California (April 16 18, 2015) Panelist Tactical and Practical Governance: Thriving Through Proxy Season 2015 ISS 2015 Annual Conference: Effective Governance for Long-Term Success Aventura, Florida (January 29 30, 2015) Presenter Fiduciary Lawsuits: Conflicts, Litigation and Mitigation Ninth Meeting of General Counsel of Publicly Listed, Family Controlled Companies ("PLFC") Fiduciary Lawsuits: Conflicts, Litigation and Mitigation New York, New York (October 7, 2014) Panelist Founder and CEO Perspectives on Private Company Boards Chicago, Illinois (October 2, 2014) Panelist The Dual Class Debate and Transition in Family-Controlled Firms Resilience in the New Reality Boston, Massachusetts (June 25 28, 2014) Presenter Spotlight on the Audit Committee Issues, Trends and Planning Chicago, Illinois (May 20, 2014) Panelist 2014 Edward A. Brennan Forum on Governance Chicago, Illinois (April 9, 2014) Panelist Six in 60: What the Secretary Needs to Know About Do Institutional Investors Have Enough at Stake to Care about Governance? Who, How Active and for How Long? Oak Brook, Illinois (November 6, 2013) Moderator The Nominating and Governance Committee Issues, Trends and Planning Chicago, Illinois (October 29, 2013) Moderator Website 101: Information Dissemination, Disclosure Rules and Social Media Chicago, Illinois (October 23, 2013) Panelist Evolving Executive Compensation Trends in Governance The 2013 Governance, Risk Management & Compliance Summit Chicago, Illinois (September 24 26, 2013)

5 Strategies for Dealing with Activists National Investor Relations Institute Chicago, Illinois (January 10, 2013) Hot Proxy Issues Society of Secretaries and Governance Professionals, Midwest Regional Conference Chicago, Illinois (November 16, 2012) Current Dynamics in Director Elections ABA Business Law Section Spring 2012 Meeting Las Vegas, Nevada (March 23, 2012) Fourth Annual Delaware Business Law Forum Wilmington, Delaware (October 21, 2011) Focus on Executive Compensation Society of Secretaries and Governance Professionals' 2011 Regional Fall Conference New York, New York (October 13, 2011) Exclusive Venue Provisions: Debating the Merits of Delaware as Exclusive Litigation Forum Institutional Shareholder Services Governance Exchange (May 3, 2011) The Latest in Governance and Shareholder Interaction 31st Annual Ray Garrett Jr. and Securities Law Institute Chicago, Illinois (April 28, 2011) A Conversation with Meredith Cross, SEC Director of Corporation Finance 30th Annual Ray Garrett Jr. and Securities Law Institute Chicago, Illinois (April 29, 2010) The Board/Shareholder Struggle for Power State Law Perspectives on Proxy Access West LegalEdcenter/Northwestern Law (April 13, 2010) Developments in Governance and Lessons Learned from the Financial Crisis 29th Annual Ray Garrett Jr. and Securities Law Institute Chicago, Illinois (May 1, 2009)

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