On December 30, 2021, The ODP Corporation and HG Vora entered into a First Amendment to the Agreement (the Amendment"). Among other things, the Amendment: extends the term of the Agreement to the earlier of (i) the date that is 14 days prior to the first date on which shareholders are permitted under the Company's bylaws to submit director nominations for the 2023 annual meeting of the shareholders of the Company (the 2023 Annual Meeting") and (ii) December 31, 2022, subject to an immediate termination of the Agreement if HG Vora (together with any affiliates of HG Vora) ceases to own at least 5% of the Company's then outstanding shares of common stock (the Company Ownership Level Minimum"); requires during the term of the Agreement that, except in the event HG Vora (together with any affiliates of HG Vora) ceases to satisfy the Company Ownership Level Minimum or HG Vora has materially breached the Agreement and failed to cure such breach within five business days of notice thereof, the Board of Directors of the Company (the Board") nominate the HG Vora Designee (as defined below) for election as one of the directors of the Company at the 2022 annual meeting of the shareholders of the Company (the 2022 Annual Meeting") (as one of a total of not more than 10 candidates (or nine candidates following the effectiveness of the resignation of Francesca Ruiz de Luzuriaga from the Board or, if greater (to the extent the Board size is increased as permitted by the Agreement), the number of candidates equal to the size of the Board as of immediately prior to the 2022 Annual Meeting) for election to the Board at the 2022 Annual Meeting); prohibits any increase in the size of the Board to more than 10 directors (or nine directors following the effectiveness of the resignation of Francesca Ruiz de Luzuriaga from the Board) during the term of the Agreement, except (A) in the event HG Vora (together with any affiliates of HG Vora) ceases to satisfy the Company Ownership Level Minimum or HG Vora has materially breached the Agreement and failed to cure such breach within five business days of notice thereof, (B) prior to the consummation or abandonment of the previously announced spin-off of a business division of the Company, to the extent necessary or reasonably advisable (as determined in good faith by the Board) in connection with the implementation of such spin-off or (C) to the extent reasonably advisable (as determined in good faith by the Board) in connection with any bona fide settlement or cooperation agreement relating to any actual or threatened contested solicitation of proxies or consents to vote for the election of directors; and requires that Marcus B. Dunlop (the HG Vora Designee") must offer to resign from the Board on December 31, 2022 or, if earlier, if (a) HG Vora (together with any affiliates of HG Vora) ceases to satisfy the Company Ownership Level Minimum, (b) HG Vora otherwise ceases to comply with or breaches any material provision of the Agreement or (c) HG Vora submits a notice of director nominations in connection with the 2023 Annual Meeting.