*Our board of directors has determined that, although Steve is not considered “independent” under Nasdaq’s listing rules, his appointment to our compensation committee is in the best interests of our company and stockholders. Among other factors, our board of directors took into account the fact that Jeff Sagansky’s and Fred Rosen’s experience arises from industries different than ours, whereas Steve has been involved with our business since 2007 and is very familiar with our industry and our historical executive compensation decisions, policies and practices. Steve is not only a highly experienced investor in businesses within and outside of our industry, but he has extensive familiarity with the financial and other markets in which we operate. For these reasons, our board of directors has determined that Steve can provide our compensation committee with a unique perspective for compensation-related decisions for a period up to two years. Steve, who is a founding partner of one of our significant stockholders (TDR Capital), is not an executive officer or employee or a family member of an executive officer.