Exhibit 3
Vintage Capital Management, LLC
4704 S. Apopka Vineland Road, Suite 206
Orlando, FL 32819
January 31, 2018
Babcock & Wilcox Enterprises, Inc.
13024 Ballantyne Corporate Place, Suite 700
Charlotte, NC 28277
Attention: J. André Hall
Reference is made to the Agreement, dated as of January 3, 2018 (the “Agreement”), among Babcock & Wilcox Enterprises, Inc., Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn. Capitalized terms used in this letter and not otherwise defined have the meaning given to them in the Agreement.
The Shareholders confirm that they consent to an increase in the size of the Board to no more than 11 directors until June 30, 2018. For the avoidance of doubt, after June 30, 2018, and during the remainder of the Nomination Period, the Board will be composed of no more than 10 directors.
VINTAGE CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Brian R. Kahn | |
Name: Brian R. Kahn | ||
Title: Manager | ||
KAHN CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Brian R. Kahn | |
Name: Brian R. Kahn | ||
Title: Manager | ||
Brian R. Kahn | ||
/s/ Brian R. Kahn |