On December 14, 2023, Forager Capital Management, LLC entered into a cooperation agreement with Delta Apparel, Inc regarding the appointment of an additional independent director to the Company?s Board of Directors and certain other matters. Pursuant to the Agreement, the Company agreed to appoint Timothy Brog as a new independent director on the Board, to serve for an initial term expiring at the 2024 Annual Meeting. The Company also agreed to include Brog among the Company?s slate of director nominees for election at the 2024 Annual Meeting.

Forager also agreed to withdraw its notice of shareholder nomination of individuals for election as directors at the 2024 Annual Meeting. Under the terms of the Agreement and during the Cooperation Period, Forager agreed to vote all of its shares of the Company?s common stock (and the shares of its affiliates): (i) in favor of each director nominated and recommended by the Board for election at any meeting of shareholders of the Company; (ii) against any shareholder nomination for director that is not approved and recommended by the Board for election; and (iii) against any proposal or resolution to remove any member of the Board that is not approved and recommended by the Board. Forager also agreed to certain customary standstill restrictions during the Cooperation Period, including restrictions against acquiring any shares of the Company?s common stock that would result in Forager beneficially owning more than 19.9% of the Company?s outstanding common stock.