Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for For a period of one two (2) year from after the date hereof, neither (i) Seller nor any of this Agreement its affiliates (oras defined in Rule 12b-2 under the Securities Exchange Act of 1934, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, as amended (the “Standstill PeriodExchange Act”)) with respect to Purchaser (referred to as “Other Party” in this section in such respect) nor (ii) Purchaser nor any of its affiliates with respect to Seller (referred to as “Other Party” in this section in such respect) will, individually or collectively, directly or indirectly (including, without limitation, agreeing or advising, assisting or encouraging, or providing information or financing to others to), unless expressly specifically requested in writing in advance by the Company or its Other Party’s Board of Directors Directors: (A) acquire or agree, offer, seek or propose to acquire (or request permission to do so), from any committee thereof) in writingindividual, the Receiving Party shall not partnership, limited partnership, limited liability company, firm, joint venture, association, joint-stock company, corporation, trust, business trust, unincorporated organization or other entity or government or any department or agency thereof (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with otherseach, acquire, agree to acquire or make any proposal to acquirea “Person”), directly or indirectly, by means of purchase, purchase or merger, business combination through the acquisition of control of another Person, by joining a partnership, limited partnership or in any other manner“group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any equity securities of the CompanyOther Party, or direct or indirect rights (including convertible securities) or options or warrants to acquire such beneficial ownership (or otherwise act in concert with respect to any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, ; (bB) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of Regulation 14A promulgated under the Securities and Exchange CommissionAct), become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the Exchange Act) or consents initiate, propose or otherwise solicit stockholders of Other Party for the approval of any stockholder proposals (or request permission to votedo so), or seek to advise or influence any person in each case with respect to Other Party; provided, however, that the voting of, foregoing shall not apply to any voting securities person who is a director of Other Party acting in his capacity as a director of Other Party with respect to matters approved by a majority of the Company, Board of Directors of Other Party; (cC) form, join or join, in any way participate in in, or encourage the formation of, a “group” group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of Other Party; (D) deposit any securities of Other Party into a voting trust, or subject any securities of Other Party to any agreement or arrangement with respect to the Companyvoting of such securities, or other than any group comprised solely of the Receiving Party and its affiliates, agreement or arrangement having similar effect; (dE) otherwise act, alone or in concert with others, seek, propose, encourage or support any effort, to seek to control, advise, change influence or influence control the management, board Board of Directors, business, policies, affairs or actions of Other Party; (F) request Other Party (or any directors, governing instrumentsofficers, policies employees or affairs agents of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Other Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives), directly or indirectly, to amend amend, waive or waive modify any provision of this Section 6 6.11; (including this sentence). Notwithstanding G) enter into any provision in this Agreement to the contrarydiscussions, (i) the Standstill Period shall terminate immediately ifnegotiations, after the date of this Agreement, (A) the Company enters into a definitive agreement arrangements or understandings with a third any party to effectuate a sale of 50% other than Other Party or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely advisors with respect to clause the foregoing; (bH) of this Section 6 shall terminate ten days prior make any public announcement with respect to the expiration foregoing. If, at any time during such two-year period, Seller or Purchaser is approached by any third party concerning its or their participation in a transaction involving Other Party’s assets or businesses or securities issued by Other Party, Seller or Purchaser as the case may be, will immediately inform Other Party in writing of the applicable time period for stockholders to nominate directors for election at nature of such contact and the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))parties thereto.

Standstill Agreement. In consideration of Each Restricted Group agrees, during the Confidential Information being furnished to the Receiving Party pursuant to this AgreementStandstill Period, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to unless specifically invited in writing by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct that such Restricted Group will not, either directly or indirect rights indirectly through a representative or otherwise, (a) effect or seek, offer or propose (whether publicly or otherwise) to acquire effect, or cause or participate in or in any securities of the Company way assist any other person to effect or seek, offer or propose (including whether publicly or otherwise) to effect or participate in (i) any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any assets of its subsidiaries; (ii) any tender or exchange offer or merger or other business combination involving the CompanyCompany or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (biv) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange CommissionAct) or consents to vote, or seek to advise or influence vote any person with respect to the voting of, any voting securities Voting Securities of the Company, (cb) form, join or in any way participate in a “"group” " (within as defined under the meaning Exchange Act), (c) except by reason of Section 13(d)(3) an Affiliate serving on the Board of the Securities Exchange Act of 1934, as amended) with respect to any voting securities Directors of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change control or influence the management, board Board of directors, governing instruments, Directors or policies or affairs of the Company, (ed) make any public disclosure, or take any action that could require which might force the Company to make a public announcement regarding any public disclosureof the types of matters set forth in (a) above, or (e) enter into any discussions or arrangements with any third party with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party Each Restricted Group also agrees during any such period not to request the Company (or any of the Company Representativesits directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 6 paragraph (including this sentence). Notwithstanding any provision ; provided, however, that nothing in this Agreement will prohibit a Restricted Group or member thereof from acquiring Finance Securities or making a confidential proposal to the contrary, (i) the Standstill Period shall terminate immediately if, after the date Board of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely Directors with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration any of the applicable time period for stockholders to nominate directors for election at foregoing provided that the terms thereof are conditioned upon the maintenance of such confidentiality by the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party Each Holder agrees that, for a period of one year from the date of except as provided in this Agreement (oror any other Transaction Agreement, such shorter period agreed to by during the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), neither such Holder nor any of such Holder’s controlled Affiliates will, unless expressly requested specifically invited in writing by the Company Parent, directly or its Board of Directors (or any committee thereof) in writingindirectly, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, any other person: (i) acquire, agree to acquire or make any proposal announce an intention to acquire, directly offer or indirectlypropose to acquire, or agree to acquire, by means of purchasepurchase or otherwise, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights beneficial interest in any voting securities or any rights, warrants or options to acquire acquire, or securities convertible into or exchangeable for, any voting securities of the Company (including any derivative securities with economic equivalents of ownership of Parent or any of such securities), any right to vote its Subsidiaries; (ii) make or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or otherwise become a “participant” in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to voteAct), or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of the Company, Parent; (ciii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the Companyordinary course of business, other than any group comprised solely of the Receiving Party and assets of Parent or any of its affiliatesSubsidiaries, (dv) otherwise actpropose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, alone business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or in concert with others, to other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, advise, change or influence the management, board management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, governing instrumentsor propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, policies or affairs enter into any arrangement or understanding with others to take, any of the Company, actions restricted or prohibited under clauses (ei) make any public disclosurethrough (vii) of this Section 2.01, or take any action that could require the Company would result in Parent having to make any a public disclosure, with respect to announcement regarding any of the matters set forth referred to in clauses (i) through (vii) of this Section 2.01. Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section 2.01. “Standstill Period” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Agreement, other than the required amendment Section 2.01 shall cease immediately if (x) Parent enters into a definitive agreement to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) withengage in, or advisemakes a public announcement of an intention to engage in, assist a business combination, recapitalization or encourage any other persons transaction that would result in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representativesan acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to amend or waive any provision of the restrictions contained in this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to 2.01 until the contrary, (i) end of the Standstill Period shall terminate immediately ifPeriod, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely except with respect to clause (b) of this Section 6 shall terminate ten days any transaction that has been proposed by any Holder prior to the expiration time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non-public proposal to Parent, provided that such proposal is communicated solely to the Board of the applicable time period for stockholders Directors, or a committee thereof, of Parent, is not reasonably intended to nominate directors for election at the Company’s 2012 annual stockholders meeting require Parent to be scheduled make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) terms of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated Agreement as Confidential Information pursuant to this clause (ii))Section 3.03.

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for For a period of one year from commencing with the date of this Agreement and ending on the earlier of (or, such shorter period agreed to by i) the Company with a third party who is provided access to date two (2) years after the Confidential Information for date of this Agreement or (ii) the purpose of evaluating a possible Transaction, Termination Date (as defined below) (the “Standstill Period”), unless expressly requested by Investor shall not, without the prior written consent of the Company or its the Company’s Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): Directors: (a) in any manner acting alone or in concert with others, acquire, offer to acquire, or agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchasepurchase or otherwise, merger, business combination voting securities or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any voting securities (A) during such time that Investor beneficially owns (for purposes of Section 13(d) of the Company Exchange Act) five percent (including any derivative securities with economic equivalents 5%) or more of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets power of the Company, or (B) which when added to the Shares then owned by Investor and its subsidiaries, would result in Investor and its subsidiaries beneficially owning (for purposes of Section 13(d) of the Exchange Act) of more than five percent (5%) of the voting power of the Company; (b) make, or in any way participate inparticipate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to voteAct), or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of the Company, ; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its securities or material assets; (d) form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not ; (e) otherwise act or seek to request control or influence the management, Board of Directors or policies of the Company; (f) take any action that could reasonably be expected to require the Company or to make a public announcement regarding the possibility of any of the Company Representativesevents described in clauses (a) through (e) above; or (g) publicly request the Company, directly or indirectly, to amend or waive any provision of this Section 6 (including paragraph. For the purposes of this sentence). Notwithstanding any provision in this Agreement to paragraph, the contrary, “Termination Date” shall mean the earliest of (i) the Standstill Period shall terminate immediately if, after date on which the date of this Agreement, Company (A) the Company enters into a definitive agreement with a an unaffiliated third party or parties to effectuate merge, consolidate or otherwise combine, with such third party or parties in a sale of 50% or more of transaction where the consolidated assets of the Company or 50% or more holders of the Company’s outstanding equity shares immediately prior to such merger or consolidation would hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of the combined or surviving entity immediately after such merger or consolidation, or to sell substantially all of the Company’s business or assets or securities representing a majority of the then outstanding voting power of the Company’s securities, or (B) makes a public announcement that it is negotiating a transaction with an unaffiliated third party or parties covered by the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, foregoing clause (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence thereinA), or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause date a third party or group (bas defined above) (X) acquires beneficial ownership of voting securities (including those convertible or exchangeable into such voting securities) of this Section 6 shall terminate ten days prior to the expiration Company representing fifteen percent (15%) or more of the applicable time period for stockholders to nominate directors for election at then outstanding voting securities of the Company’s 2012 annual stockholders meeting ; or (Y) announces or commences a tender or exchange offer to be scheduled acquire voting securities of the Company which, if successful, would result in accordance such person or group owning, when combined with Section 8 hereof any other voting securities of the Company owned by such person or group, fifteen percent (and, for 15%) or more of the avoidance then outstanding voting securities of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))Company.

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for For a period of one year from commencing with the date of this Agreement and ending on the earlier of (ora) three (3) years following the Closing Date, such shorter period agreed (b) the date when the Investor exercises the Warrant in full, or (c) the occurrence of a Significant Event, other than a Permitted Purchase or with the consent of at least seventy-five percent (75%) of the members of the Board, each of the Investor and Founders agree not to, and to cause their respective Affiliates not to, (i) acquire, offer to acquire, or agree to acquire, by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transactionpurchase or otherwise, the “Standstill Period”any Securities (or beneficial ownership thereof), unless expressly requested by or rights or options to acquire any Securities (or beneficial ownership thereof), or any assets or businesses of the Company or its Board Subsidiaries constituting a significant portion of Directors the consolidated assets of the Company and its Subsidiaries; (ii) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any committee thereofmerger, consolidation, tender or exchange offer, amalgamation, scheme of arrangement, recapitalization, reorganization, liquidation, dissolution, business combination, issuance or repurchase of Securities (including any tender offer) in writingor other extraordinary transaction involving the Company, any of the Receiving Party shall not assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries; (and shall cause its affiliates not iii) advise, encourage, support or influence any Person (except the Board) with respect to and shall cause its and their respective Representatives acting at its and their respective behalf not to): any of the foregoing; (aiv) initiate, or in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquireway participate, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to voteSEC), or seek to advise or influence any person Person or entity with respect to the voting of, of any voting securities Voting Securities of the Company, (c) or form, join or in any way participate in a “group” (within group for the meaning of Section 13(d)(3) purpose of the voting of any Voting Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, Company (other than any group comprised solely of as contemplated hereunder or under the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Shareholders Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing ); or (gv) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to publicly request the Company or any of the Company Representatives, directly or indirectly, to Board amend or waive any provision of this Section 6 paragraph (including this sentence). Notwithstanding any provision in this Agreement to , or contest the contrary, (i) the Standstill Period shall terminate immediately if, after the date validity of this Agreementparagraph (including this sentence); provided, that nothing in the preceding clauses shall (A) restrict the Company enters into Investor from making a definitive agreement with a third party private, non-public, proposal to effectuate a sale the Board for any of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securitiessuch matters, (B) apply to any “beneficial ownership” of Securities acquired or deemed to be acquired by virtue of any of the Company publicly announces arrangements expressly contemplated under the conclusion Transaction Documents, including any voting agreements contemplated under the Shareholders Agreement, or (C) in any way be deemed to require any Investor Director to take (or omitting to take) any actions in a manner he or she reasonably believes would be inconsistent with the fiduciary duties of the Directors under applicable Law (or obligate the Investor to cause any Investor Director to act or omit to act in a manner in which such Investor Director reasonably believes would be inconsistent with the fiduciary duties of the Directors under applicable Law). In addition to any other available remedies, the Investor, Founders or any of their Affiliates, successors or permitted assigns shall not have the right to vote or grant consents with respect to any Securities acquired in violation of this Section 6.4(i) and agrees to promptly sell any such Securities and shall be restrained from voting or granting consents with respect to all of its previously announced strategic review process without a definitive agreement to sell Securities at any annual or special meeting of the stockholders of the Company, (C) however called, or in connection with any action by written consent in lieu of any such annual or special meeting of stockholders of the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) in violation of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f6.4(iv) and (g) any decision, action or transaction by such Person made or effected in violation of this Section 6 6.4(iv) shall be null and void ab initio. Notwithstanding the foregoing, if following any Permitted Purchase made by the Founders, the Investor and its Affiliates and their respective transferees no longer hold, in the aggregate, the largest number of shares of Common Stock of the Company (assuming the conversion of Series B Preferred Stock into Common Stock, and with the Founders deemed as one single shareholder for the purpose of such determination), the Investor shall have the right to purchase such number of shares of Common Stock or other Securities so as to enable the Investor and its Affiliates and their respective transferees to become the holders, in the aggregate, of the largest number of shares of Common Stock of the Company (assuming the conversion of Series B Preferred Stock into Common Stock, and with the Founders deemed as one single shareholder for the purpose of such determination), any such purchases shall not apply be deemed to violate the activities that were previously expressly prohibited by clause (b) provision of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))6.4.

Standstill Agreement. In consideration of Except as contemplated by the Confidential Information being furnished to Merger Agreement and the Receiving Party pursuant to transactions contemplated thereby, including the Merger, and this Agreement, each of KSG and SSG agree that until the Receiving Party agrees that, for a period expiration of one year from the date of this Agreement each of KSG and SSG shall not, without the prior written approval of the other party, (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (ai) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities property of the Company or any of its subsidiaries; provided, however, that notwithstanding the foregoing, either KSG or SSG may, without the prior written approval of the other party, acquire up to an additional 2.0% of the issued and outstanding stock of the Company not already owned by such party as of the date hereof, (ii) propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of its subsidiaries or to purchase, directly or indirectly, a material portion of the assets of the CompanyCompany or any of its subsidiaries, (biii) make, or in any way participate inparticipate, directly or indirectly, in any “solicitationsolicitations” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, of any voting securities of the CompanyCompany or any of its subsidiaries, (civ) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than Company or any group comprised solely of the Receiving Party and its affiliatessubsidiaries, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (fv) disclose any intention, plan or arrangement inconsistent with the foregoing or foregoing, (gvi) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period foregoing or (vii) enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other person (other than bona fide debt financing sources and financial advisors who are not equity participants or any discussions or negotiations by an officer of the Company on behalf of the Company, and subject to request Board approval) regarding the possible purchase or sale of any stock or assets of the Company or any of its subsidiaries, or make any equity investment in any other person that makes, or offers or proposes to make, any such purchase (it being understood that, without limiting the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more generality of the consolidated assets of foregoing, such first party shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion any of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)subsidiaries).

Standstill Agreement. In consideration of You hereby further acknowledge that the Confidential Information Evaluation Material is being furnished to the Receiving Party pursuant to this Agreementyou in consideration of your agreement that neither you (including any person or entity directly or indirectly, the Receiving Party agrees thatthrough one or more intermediaries, controlling you or controlled by you or under common control with you) nor any of your Representatives, acting alone or as part of any group, will, for a period of one year two years from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquireletter agreement, directly or indirectly, unless specifically requested to do so in writing in advance by means the Company's Board of purchaseDirectors: acquire or agree, mergeroffer, business combination seek or in any other mannerpropose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the Company, direct securities or indirect rights to acquire any securities assets of the Company (including any derivative securities with economic equivalents evidence of ownership of any of such securitiesindebtedness), any right to vote or to direct the voting of any securities of the Company or any assets of the Companyrights or options to acquire any such ownership, (b) or make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, vote or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of, of any voting securities of the Company, (c) or form, join join, or in any way participate in a “"group” " (within the meaning of Section 13(d)(313d(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than or arrange, or in any group comprised solely way participate in, any financing for the purchase of any voting securities or assets or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Receiving Party and its affiliatesCompany, (d) or otherwise act, whether alone or in concert with others, to seek to propose to the Company or any of its stockholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise act, whether alone or in concert with others, to seek to control, advise, change or influence the management, board Board of directors, governing instruments, Directors or policies or affairs of the Company, (e) make or nominate any public disclosureperson as a Director of the Company who is not nominated by the then incumbent Directors, or take propose any action that could require matter to be voted upon by the stockholders of the Company, or solicit, negotiate with, or provide any information to, any person (other than the Company to make any public disclosure, and its Representatives on a confidential basis regarding a negotiated Proposed Transaction) with respect to a merger, exchange offer or liquidation of the Company or any other acquisition of the Company or any other similar transaction, or announce an intention to, or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the matters set forth in this Agreementforegoing, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) or disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) withforegoing, or advise, assist or encourage any other persons person in connection with any of the foregoing. The Receiving Party In addition, you also agrees agree during such two-year period not to (i) request the Company (or any of the Company Representatives), directly or indirectly, to amend or waive any provision of this Section 6 paragraph 7 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) take any action that might require the Standstill Period solely Company to make a public announcement regarding a possible transaction (other than, with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii), in connection with any Proposed Transaction).

Standstill Agreement. In consideration For the purposes of this Section 4.11, “Securities” shall refer to the securities of the Confidential Information being furnished Company and any direct or indirect options, warrants or other rights to acquire, or any securities convertible into or exchangeable for, any equity securities of the Receiving Party pursuant Company. Seller represents and warrants to this AgreementPurchaser that as of the Closing Date, neither it nor any of its subsidiaries (other than the Receiving Party Company) shall own any Securities. Seller agrees that, that for a period of one year from the date hereof until the earlier of the termination of this Agreement and three years after Closing (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by neither Seller nor its Representatives (on behalf of Seller) will, directly or indirectly (except within the Company or its Board terms of Directors a specific request from Purchaser), (or any committee thereofi) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly offer or indirectly, by means of purchase, merger, business combination or in any other manner, propose to acquire beneficial ownership of any securities Securities; (ii) seek, propose or submit any offer for any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction or other extraordinary transaction of or involving the Company, direct or indirect rights to acquire involving any securities of the Company Securities; (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (biii) make, or in any way participate in, directly or indirectly, any “solicitation” solicitation of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) proxies or consents (whether or not relating to votethe election or removal of directors) with respect to any Securities, become a participant in any election contest with respect to the Company or seek to advise or influence any person with respect to the voting ofof any Securities or demand a copy of the stock ledger, list of holders of Securities, or any voting securities other books and records of the Company, ; (civ) form, join or in any way participate in a “group” group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, Securities; (dv) otherwise act, alone or in concert with others, to seek to controlcontrol or influence, advisein any manner, change or influence the management, board the Board of directors, governing instruments, Directors of the Company or policies or affairs of the Company; (vi) seek, (e) make any public disclosurealone or in concert with others, or take any action that could require representation on the Board of Directors of the Company to make or seek the removal of any public disclosure, with respect to any member of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result Board of Directors of the execution and delivery Company or a change in the size of this Agreement, the Board of Directors of the Company; (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (gvii) have any discussions or enter into any arrangements arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage encourage, any other persons Persons in connection with any of the foregoing. The Receiving Party also agrees during such period not , or make any investment in any other Person that engages, or offers or proposes to request the Company or engage, in any of the foregoing; (viii) make any publicly disclosed proposal regarding any of the foregoing; or (ix) make any other proposal or statement, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the foregoing, or request or suggest that the Company Representativesamend, directly waive or indirectly, to amend or waive terminate any provision of this Section 6 (including this sentence)4.11. Notwithstanding Seller shall not sell, transfer, or otherwise dispose of, any provision in this Agreement of the Shares prior to the contraryClosing. As used herein, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof“Representatives” will be deemed to include each Person that is or becomes (a) a subsidiary or other affiliate of such party or (b) an officer, consent thereto director, employee, partner, attorney, advisor, accountant, agent or acquiescence thereinrepresentative of such party or any of such party’s subsidiaries or other affiliates, or and (2) the terms “election contest,” “group,” “solicitation” and “beneficial ownership” have the meanings given to such petition application or proceeding is not dismissed within 30 days terms in the Exchange Act, and (ii) the Standstill Period solely with respect to clause (b) rules and regulations promulgated thereunder. Seller and Purchaser recognize, acknowledge and agree that any remedy at law for any breach of the provisions of this Section 6 shall terminate ten days prior 4.11 would be inadequate. Accordingly, Seller agree that if Seller breaches, or threatens to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (andbreach, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) any provision of this Section 6 4.11, Purchaser will have available, in addition to any other right or remedy otherwise available, the right to preliminary and permanent injunctive relief and other equitable relief to prevent or curtail any such breach or threatened breach and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach or threatened breach of such provisions may be effectively restrained. Seller further agrees that it will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that Purchaser has or had an adequate remedy at law. No specification in this Section 4.11 of a specific legal or equitable remedy shall not apply to be construed as a waiver or prohibition against the activities that were previously expressly prohibited by clause (b) pursuit of other legal or equitable remedies in the event of a breach or threatened breach of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))4.11.

Standstill Agreement. In consideration of Without the Confidential Information being furnished to the Receiving Party pursuant to this AgreementCompany's prior written consent, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall you will not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” you will ensure that your Affiliates (as such terms are used defined in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of Rule 12b-2 under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act")) with respect will not for a period of two years from the date of this Agreement (i) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any voting securities of the Company, other than or any group comprised solely of the Receiving Party and its affiliatesdirect or indirect rights or options to acquire any such securities or any securities convertible into such securities (collectively, "Securities"); (dii) otherwise actseek or propose, alone or in concert with others, to seek to control, advise, change control or influence in any manner the management, board the Board of directorsDirectors or the policies of the Company; (iii) make any proposal or any statement regarding any proposal, governing instrumentswhether written or oral, policies to the Board of Directors of the Company or affairs any director or officer of the Company, (e) or otherwise make any public disclosureannouncement or proposal whatsoever, with respect to any transaction or proposed transaction between the Company or any of its security holders and you or any of your Affiliates, including, without limitation, any Acquisition, tender or exchange offer, merger, sale of assets or securities, or other business combination, unless (a) the Company's Board of Directors or its designated Representatives shall have requested in advance the submission of such proposal, (b) such proposal is directed to the Company's Board of Directors or its designated Representatives, and (c) any public announcement with respect to such proposal is approved in advance by the Company's Board of Directors; (iv) make a request in any form, other than a confidential request directed to the Company in accordance with Paragraph 2(ii) above, that the prohibitions of this Paragraph 9 be waived or that the Company take any action that could require which would permit you to take any of the Company to make actions described in this Paragraph 9; or (v) enter into any public disclosurediscussions, negotiations, arrangements or understandings with any person with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees If at any time during such period not to request you are approached by any person concerning your or their participation in a transaction or proposed transaction involving the Company's assets or businesses or Securities, you will promptly inform the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision nature of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to such contact and the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))parties thereto.

Standstill Agreement. In consideration of the Confidential Information being furnished to event the Receiving Party pursuant to this AgreementClosing does not occur, the Receiving Party agrees Purchaser and the Seller agree that, for a period of one year from 24 months after the date of this Agreement (orAgreement, such shorter period agreed to unless specifically invited in writing by the Company with a third party who is provided access to other party's Board of Directors, neither the Confidential Information for Purchaser nor the purpose Seller (nor any of evaluating a possible Transaction, the “Standstill Period”their respective Affiliates), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) will in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquiremanner, directly or indirectly, by means of purchase(a) effect or seek, merger, business combination offer or in any other manner, beneficial ownership of any securities of the Company, direct propose (whether publicly or indirect rights otherwise) to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) makeeffect, or in any way cause or participate in, directly (i) the acquisition of the other party's securities (or indirectlybeneficial ownership thereof) or assets, (ii) any “tender or exchange offer, merger or other business combination involving the other party, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other party or (iv) any "solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange CommissionSEC) or consents to vote, or seek to advise or influence vote any person with respect to the voting of, any voting securities of the Company, other party's voting securities; (cb) form, join or in any way participate in a “"group” " (within as defined under the meaning of Section 13(d)(3Exchange Act) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) or otherwise act, alone or in concert concern with others, to seek to control, advise, change control or influence the other party's management, board Board of directors, governing instruments, policies Directors or affairs of the Company, policies; or (ec) make enter into any public disclosure, discussion or take arrangement with any action that could require the Company to make any public disclosure, third party with respect to any of the matters foregoing; PROVIDED, HOWEVER, that the restrictions set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 paragraph shall not apply to professional asset managers or investment advisers retained by the activities that were previously expressly prohibited by clause (b) Purchaser or the Seller or their respective Affiliates who are authorized to exercise discretion with respect to all or a portion of this Section 6 the assets which they manage for the Purchaser or the Seller or their respective Affiliates. Notwithstanding the foregoing, in the event either of the restrictions Purchaser or the Seller willfully and intentionally breach any of their respective obligations under this Agreement with the result that a Closing hereunder does not occur, the non-defaulting party shall not be bound by the covenants in clause (b) are terminated pursuant to this clause (ii))SECTION 5.11.

Standstill Agreement. In consideration Each Holder hereby covenants to and agrees with the Company that, during the period of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees thatsuch Holder will not, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause his or its affiliates affiliates, officers, directors, employees, counsel, investment bankers, consultants and other representatives (such persons being generally referred to herein as “Representatives”) not to (and shall cause such Holder and its and their respective Representatives acting at its and their respective behalf will not to): (aassist or form a “group” within the meaning of Section 13(d)(3) in any manner acting alone or of the Exchange Act to act in concert or participate with others, acquire, agree to acquire or make any proposal to acquireencourage other persons to), directly or indirectly, other than as permitted by this Agreement, (i) acquire or offer to acquire, seek, propose or agree to acquire, by means of a purchase, mergertender or exchange offer, business combination or in any other manner, beneficial ownership of any Common Stock or other securities of the Company, direct including rights or indirect rights options to acquire any securities such ownership, (ii) seek or propose to influence, advise, change or control the management, the Board, governing instruments or policies or affairs of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate inway, directly or indirectlyincluding, any “solicitation” without limitation, by means of “proxies” a solicitation of proxies (as such terms are used defined in Rule 14a-1 under the proxy rules Exchange Act), or by means of the Securities submission or promotion or other support of any “proposal”, including any proposals as defined in Rule 14a-8 under the Exchange Act and Exchange Commission(iii) seek or consents propose to voteinfluence, or seek to advise or influence direct the vote of any person with respect to the voting of, any voting holder of Common Stock or other securities of the Company; provided, (c) formhowever, join or in any way participate in a “group” (within that the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or Holder may take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth foregoing actions listed in this Agreement(ii) or (iii) above if such actions are in good faith (A) not taken with the aim, other than intent or effect of controlling the required amendment Board or the Company or (B) appointing additional members to the Receiving Party’s Schedule 13D filing as Board besides the Designated Directors. The Holders agree that they will not appoint or cause to be appointed any directors (each, a result of the execution and delivery of this Agreement, (f“Holder Director”) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with by any of the foregoingforegoing means to, or permit any Holder Director to serve on, the Board if the number of Holder Directors thereon, including the Designated Directors, would be more than the number of Designated Directors provided for by Section 4 hereof. The Receiving Party also agrees during term “person” as used in this Section 5 shall be broadly interpreted to include, without limitation, the media and any corporation, company, group, partnership or individual. The term “affiliate” as used in this Section 5 shall have the meaning ascribed to such period not to request term in Rule 12b-2 under the Company Exchange Act. The term “control” shall mean the possession, direct or any indirect, of the Company Representatives, directly power to direct or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to cause the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more direction of the consolidated assets management and policies of a person, whether through the Company or 50% or more ownership of the Company’s outstanding equity voting securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors by contract or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))otherwise.

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees You agree that, for a period of one year from during the date of this Agreement Standstill Period (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”as defined below), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (you and shall cause its affiliates not to and shall cause its and their respective your Representatives acting at its and their respective on your behalf not to): (a) in any manner acting alone or in concert with othersyou, acquireshall not, agree to acquire or make any proposal to acquirewithout the prior written consent of the Company’s board of directors, directly or indirectly: (a) acquire, offer to acquire, or agree to acquire, by means of purchasepurchase or otherwise, mergerany equity securities or assets, business combination or rights or options to acquire interests in any other manner, beneficial ownership of any securities of the Company, direct ’s equity securities or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Companyassets, (b) make, or in any way participate inparticipate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to votesecurities of the Company, or seek to advise or influence any person or entity with respect to the voting of, any voting of any securities of the Company, (c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) , with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any merger, tender offer, business combination, exchange offer, restructuring, recapitalization or liquidation involving the Company or any of its subsidiaries (each, an “Extraordinary Transaction”), (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other action, required by or from any regulatory agency with respect to an acquisition of the Company or any of its equity securities or assets or an Extraordinary Transaction, (f) call or seek to have called any meeting of the stockholders of the Company, (g) otherwise act, act alone or in concert with others, others to seek to control, advise, change or influence control the management, board of directors, governing instruments, directors or policies or affairs of the Company, seek to place a representative on the board of directors or seek the removal of any member of the board of directors, (eh) make require any public disclosurewaiver, modification, termination or take any action that could require the Company to make any public disclosure, with respect to amendment of this Section 12 except as provided hereby or (i) propose any of the matters set forth in this Agreement, other than foregoing unless and until such proposal is specifically invited by the required amendment to the Receiving Party’s Schedule 13D filing as a result board of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any directors of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence)in writing. Notwithstanding any provision in this Agreement to The “Standstill Period” means the contrary, (i) the Standstill Period shall terminate immediately if, after period beginning on the date of this AgreementAgreement and terminating upon the earlier to occur of (i) eighteen months from the date hereof, (Aii) the announcement or consummation of a transaction involving the Company, or (iii) the date on which the Company becomes insolvent or the subject of a bankruptcy or insolvency proceeding; provided, however, that if the Company enters into a definitive confidentiality or other agreement with a third party to effectuate a sale another party, and such agreement contains provisions less restrictive than those set forth in this Paragraph 12, whether in terms of 50% length of Standstill Period, scope or more of the consolidated assets of otherwise, then the Company or 50% or more will promptly notify you in writing of the Company’s outstanding equity securitiessuch less restrictive terms, (B) the Company publicly announces the conclusion and you shall be bound only by such less restrictive terms. Nothing in this Agreement shall prohibit you from exercising any of its previously announced strategic review process without a definitive your rights under any 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Telephone 000.000.0000 Fax 000.000.0000 FINRA-SIPC Versa Capital Management, LLC January 7, 2014 agreement to sell the Company, which you are or become a party. You further acknowledge and agree that you are aware (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) that your Representatives who are apprised of this Section 6 shall terminate ten days prior to matter have been or will be advised) that the expiration United States securities laws may prohibit any person who has material non-public information about a company from purchasing or selling securities of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))company.

Standstill Agreement. In consideration of During the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from commencing on the date of this Agreement (orand ending on the earlier of the termination of this Agreement or the Closing Date, such shorter period agreed except with respect to the transactions contemplated hereby and by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible TransactionRelated Documents, the “Standstill Period”)Buyer shall not, unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf any Person Controlled by Buyer not to): (a) in any manner acting , directly or indirectly, alone or in concert with others, without the prior written consent of Seller or its Board of Directors: (i) effect, acquire or agree, offer, seek or propose to effect or acquire, agree or cause to acquire or make any proposal to acquirebe acquired, directly or indirectly, by means of purchasepurchase or otherwise, merger, business combination or in any other manner, ownership (including beneficial ownership as defined in Rule 13d-3 under the Exchange Act ) of any voting securities of the Company, or direct or indirect rights or options to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Seller, or of any successor to or person in control of Seller, any of the Companyassets or businesses of Seller, or of any such successor or controlling person, or any bank debt, claims or other obligations, (cii) effect or agree, offer, seek or propose to effect any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Seller; (iii) seek or propose to influence or control the management or policies of Seller or to obtain representation on Seller’s Board of Directors, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of Seller; (iv) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Seller or its securities or assets; (v) enter into any discussions, negotiations, arrangements or understandings with, or otherwise assist or encourage, any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not ; or (vi) seek or request permission or participate in any effort to request the Company or do any of the Company Representatives, directly foregoing or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence thereinmake, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely seek permission to make, any public announcement with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))foregoing.

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to Except as contemplated by this Agreement, the Receiving Party agrees that, for a period of one year from and after the date of this Agreement (orhereof and until the Effective Time, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party Parent shall not (and shall cause its affiliates not to assist or encourage others to), and Parent shall not permit any person comprising the Parent Group (and shall cause its and their respective Representatives acting at its and their respective behalf not permit any such person to assist or encourage others to): ), without the prior written consent of the Company's Board of Directors: (ai) in any manner acting alone acquire or in concert with othersagree, offer, seek or propose to acquire, agree or cause to acquire or make any proposal to acquirebe acquired, directly or indirectly, by means of purchasepurchase or otherwise, mergerownership (including, business combination or in any other mannerwithout limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, any of the assets or businesses of the Company or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other obligations of the Company or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company's Board of Directors, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of the Company, direct or indirect rights make any public announcement with respect to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of foregoing or request permission to do any of such securities)the foregoing; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any right to vote or to direct the voting of any securities of extraordinary transaction involving the Company or its securities or assets; (iv) enter into any assets of the Companydiscussions, (b) makenegotiations, arrangements or in understandings with any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person third party with respect to the voting of, any voting securities of the Companyforegoing, (c) or otherwise form, join or in any way participate in a “"group” " (within the meaning of as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not ; or (v) seek or request permission or participate in any effort to request the Company or do any of the Company Representativesforegoing or make or seek permission to make any public announcement with respect to the foregoing; provided, directly or indirectlyhowever, to amend or waive that, if any provision person unaffiliated with Parent Group takes without the prior consent of the Company's Board of Directors any action that any person comprising the Parent Group is proscribed from taking under this Section 6 (including this sentence). Notwithstanding any provision 6.11 and such action may, as determined in this Agreement to the contrarygood faith by Parent after reasonable investigation, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets result in such other person acquiring control of the Company or 50direct or indirect beneficial ownership of more than 15% or more of the Company’s outstanding equity 's voting securities, (B) then the obligation to obtain the written consent of the Company's Board of Directors prior to taking any action proscribed by this Section 6.11 shall be automatically waived by the Company. Parent shall promptly advise the Company publicly announces of any inquiry or proposal made to it or of which it becomes aware with respect to any of the conclusion foregoing. Notwithstanding anything to the contrary in this Section 6.11, the restrictions contained in this Section 6.11 shall not be deemed to prohibit any person included within the term Parent Group from exercising Company Stock Options outstanding on the date hereof, acquiring additional shares of its previously announced strategic review process without a definitive agreement Common Stock pursuant to sell the terms existing binding agreements with the Company, (C) or performing those duties required of such person solely on behalf of the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (andany applicable board membership, for employment or consulting arrangement with the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))Company.

Standstill Agreement. In consideration of The Recipient hereby acknowledges and agrees that the Confidential Information Evaluation Material is being furnished to the Receiving Party pursuant to this Agreement, Recipient in consideration of the Receiving Party agrees Recipient’s agreement that, for a period of one year eighteen (18) months from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transactionhereof, the “Standstill Period”)Recipient shall not, unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause Affiliates or its and or their respective Representatives Representatives, or any other person acting on the Recipient’s behalf or at the Recipient’s or its and their respective behalf Affiliates’ direct or indirect instruction, not to): (a) , in any manner manner, acting alone or in concert with others, without the prior written invitation or approval of the Board of Directors of the Disclosing Party, directly or indirectly, (i) acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of acquire any securities of the CompanyDisclosing Party, direct or indirect rights any option to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities)Disclosing Party, any right to vote security convertible into or to direct the voting of exchangeable for any securities of the Company Disclosing Party or any assets other right to acquire any securities of the CompanyDisclosing Party, (bii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving the Disclosing Party, (iii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in Regulation 14A promulgated under the proxy rules Exchange Act, with respect to any securities of the Securities and Exchange Commission) or consents to voteDisclosing Party, or seek to advise or influence any person with respect to the voting of, of any voting securities of the CompanyDisclosing Party, or demand a copy of the stock ledger list of stockholders, or any other books and records of the Disclosing Party, (civ) seek to have any candidate for nomination as a director of the Disclosing Party included in the Disclosing Party’s proxy statement pursuant to Regulation 14a-11 promulgated under the Exchange Act (if applicable), (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliatesDisclosing Party, (dvi) otherwise act, alone or in concert with others, to knowingly seek to controlcontrol or influence, advisein any manner, change or influence the management, board Board of directors, governing instruments, Directors or policies or affairs of the CompanyDisclosing Party, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (gvii) have any discussions or enter into any arrangements arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage knowingly encourage, any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not , or make any investment in any other person that engages, or offers or proposes to request the Company or engage, in any of the Company Representativesforegoing, directly or indirectly(viii) make any public announcement regarding any of the foregoing (except as required by law in respect of actions permitted hereby). Notwithstanding anything to the contrary in this Section 9, the Recipient shall be permitted to amend submit a proposal to the Board of Directors of the Disclosing Party that would otherwise be prohibited by the terms of clauses (i) or waive any provision (ii) of the first sentence of this Section 6 (including this sentence). Notwithstanding 9 if any provision in this Agreement such proposal is submitted to the contraryBoard of Directors of the Disclosing Party on a strictly confidential basis. The Recipient will cease to be bound by the provisions of clauses (i), (iii), (vii) and (viii) of this Section 9 upon the Standstill Period shall terminate immediately if, after earliest to occur of the following (the period from the date of this Agreement, Agreement until the earliest to occur of the following being the “Standstill Period”): (A) the Company day that is eighteen (18) months after the date hereof; (B) the Board of Directors of the Disclosing Party approves, or the Disclosing Party enters into into, a definitive agreement transaction with a third party to effectuate a sale of any person that would result in such person beneficially owning (1) 50% or more of the consolidated assets of the Company or Disclosing Party’s outstanding voting securities, (2) securities convertible into 50% or more of the CompanyDisclosing Party’s outstanding equity securities, voting securities or (B3) all or substantially all of the Company publicly announces assets of the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, Disclosing Party; or (C) any person or “group” (within the Company makes an assignment meaning of Section 13(d)(3) of the Exchange Act) shall have commenced a tender offer or exchange offer for 50% or more of the benefit Disclosing Party’s outstanding voting securities and the Board of creditors Directors of the Disclosing Party shall have either recommended that the Disclosing Party’s stockholders tender or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution exchange in such offer or liquidation law failed to recommend that the Disclosing Party’s stockholders reject such offer within ten (10) business days following the commencement of any jurisdiction such offer. Notwithstanding anything to the contrary contained herein, after the Standstill Period, the restrictions set forth in this Agreement on the use of Evaluation Material shall not prevent the Recipient from taking any action referred to in clause (i), (ii), (vii) or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (bviii) of this Section 6 9 that would otherwise be permitted after the Standstill Period; provided that nothing in this Section 9 shall terminate ten days prior detract from or alter the Recipient’s obligations under this Agreement to maintain the expiration confidentiality of the applicable time period for stockholders Evaluation Material or any of the information which is subject to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) Sections 1 and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))2 above.

Standstill Agreement. In consideration of During the Confidential Information being furnished to eighteen (18) month period following the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement Execution Date (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Restricted Period”), unless expressly requested by without the Company or its Board of Directors (or any committee thereof) in writingCompany’s prior written consent, the Receiving Party shall Purchaser will not (and shall cause will ensure that its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to“affiliates” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will not): (ai) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any manner acting outstanding voting securities of the Company, or any direct or indirect rights or options to acquire any such securities or any securities convertible into such securities, or ownership of all or substantially all of the assets of the Company; (ii) seek or propose, alone or in concert with others, acquire, agree to acquire control or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or influence in any other manner, beneficial ownership manner the management or the Board of any securities Directors of the Company, direct or indirect rights to acquire any securities of the Company ; (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (biii) make, or in any way participate inparticipate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of under the Securities Exchange Act and Exchange Commissionthe regulations thereunder) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, ; (civ) form, join join, or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, ; (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (ev) make any public disclosureannouncement or proposal with respect to the Transaction or any other transaction or proposed transaction of the type described in the foregoing clauses (i) through (iii) between the parties, any of the Company’s security holders or take any action that could require of the Company to make Company’s affiliates; or (vi) enter into any public disclosurediscussions, negotiations, arrangements or understandings with any third party with respect to any of the matters set forth foregoing; provided, however, that nothing in this Agreement, other than the required amendment letter agreement shall prohibit Purchaser in any way from making any non-public offer or proposal to the Receiving Party’s Schedule 13D filing as a result Company (or the Board of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentenceDirectors thereof). Notwithstanding any provision anything to the contrary in the foregoing sentence, each of the restrictions contained in this Agreement to paragraph (collectively, the contrary, “Standstill”) shall lapse at such time as: (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (Ax) the Company enters into a definitive agreement with any person not affiliated with Purchaser with respect to a third party to effectuate a merger, sale of 50% assets or more securities or other business combination as a result of which such other person would succeed to a majority of the consolidated voting securities, assets or business of the Company Company, or 50% (y) a person not affiliated with Purchaser has commenced an offer (or more publicly announced an intention to offer) to acquire a majority of the Company’s outstanding equity securitiesvoting securities or undertaken (or publicly announced an intention to undertake) a proxy contest with respect to the election of directors of the Company or that would if successful result in such person owning a majority of the outstanding voting securities of the Company, or (Bz) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive discloses that it has waived any standstill or similar provision in any other agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against between the Company and either (1) the Company indicates its approval thereofany third party, consent thereto including any provision analogous or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior substantially similar to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))Standstill.

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period until the earlier of one year (1) ninety (90) days from the date of this Agreement Agreement; or (or, 2) such shorter period (including any waiver of a standstill) as may be agreed to by the Company with a any third party who is provided access to the Confidential Information for the purpose of evaluating a possible TransactionTransaction (in which event the Company shall provide prompt written notice to the Receiving Party of such shorter period), (the “"Standstill Period”"), unless expressly requested authorized by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a “"group” " (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing; provided, however, that the Receiving Party's issuance and publication of the letter dated March 30, 2012 shall be deemed not to be a violation of this Section 7. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 7 (including this sentence). Notwithstanding any provision in the terms of this Agreement Section 7, the Receiving Party shall at all times be entitled to make non-public proposals to the contrary, (i) the Standstill Period shall terminate immediately if, after the date Board of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets Directors of the Company or 50% or more of amending any transaction proposal previously made by the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))Receiving Party.

Standstill Agreement. In consideration of the Confidential Information being furnished Except pursuant to the terms of a Transaction that has previously been authorized by the Disclosing Company, the Receiving Party pursuant to Company agrees that, during the term of this Agreement, neither the Receiving Party agrees that, for a period Company nor any of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): shall, directly or indirectly: (a) in any manner acting alone acquire or in concert with others, acquire, agree offer to acquire or make any proposal agree to acquire, directly or indirectly, by means of purchase, merger, business combination purchase or in any other mannerotherwise, beneficial ownership of any securities of the CompanyDisclosing Company and/or any of its affiliates; (b) "solicit," or participate in the "solicitation" of, direct "proxies" (as such terms are defined or indirect rights used in Rule 14a-1 under the Exchange Act and such terms to acquire any securities have such meanings throughout this Agreement) in opposition to the recommendation of the Company (including any derivative securities with economic equivalents Board of ownership of any of such securities), any right to vote or to direct the voting of any securities Trustees of the Disclosing Company or any assets board of directors, manager or general partner of any Disclosing Company affiliate or become a participant in an election contest with respect to the election of trustees or other similar elected persons of the Company, (b) makeDisclosing Company and/or any of its affiliates, or in otherwise seek to influence or affect the vote of any way participate inequityholder of the Disclosing Company and/or any of its affiliates; (c) enter into, directly or indirectly, any “solicitation” merger, tender or exchange offer, restructuring or business combination involving the Disclosing Company or any of “proxies” its affiliates; (as such terms are used in the proxy rules d) acquire, directly or indirectly, a material portion of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities assets of the CompanyDisclosing Company or any of its affiliates, other than in connection with the Credit Relationship; (ce) form, join or in any way participate in a “group” (within partnership, limited liability company, syndicate or other group or enter into any contract, arrangement, understanding or relationship or otherwise act in concert with any other person for the meaning purpose of Section 13(d)(3) acquiring, holding, voting or disposing of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the CompanyDisclosing Company and/or any of its affiliates; (f) seek to appoint, other than elect or remove any group comprised solely member of the Receiving Party and Board of Trustees of the Disclosing Company and/or any director, manager or general partner of any Disclosing Company affiliate or make any public statements proposing or suggesting any change in the Board of Trustees or management of the Disclosing Company; (g) initiate or propose to the holders of securities of the Disclosing Company and/or any of its affiliates, (d) or otherwise actsolicit their approval of, alone or in concert with others, any proposal to seek to control, advise, change or influence be voted on by the management, board holders of directors, governing instruments, policies or affairs securities of the Company, (e) make any public disclosure, or take any action that could require the Disclosing Company to make any public disclosure, with respect to and/or any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, its affiliates; or (fh) disclose any intention, plan or arrangement inconsistent with to take any of the foregoing or actions enumerated in clauses (a) through (g) have any discussions above or enter into any arrangements (whether written participate in, aid or oral) with, abet or advise, assist otherwise induce or attempt to induce or encourage any other persons in connection with person to take any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions actions enumerated in clauses (c), (d), (e), (fa) and through (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))above.

Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting For so long as the Class A Shares are held by Seaside or its affiliates, Seaside will not, alone or in concert with others, directly or indirectly: (i) by purchase or otherwise, acquire, or agree to acquire or make any proposal to acquire, directly or indirectlyownership (including, by means of purchase, merger, business combination or in any other mannerbut not limited to, beneficial ownership ownership) of any securities of the Company, Class A Shares or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any securities public announcement with respect to, or submit any proposal for, the acquisition of the Company (including any derivative securities with economic equivalents of beneficial ownership of Class A Shares (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership) for or with respect to any extraordinary transaction or merger, consolidation, sale of such securities), any right to vote substantial assets or to direct the voting of any securities of business combination involving the Company or any assets of its affiliates, whether or not any parties other than Seaside or its affiliates and associates are involved and whether or not such proposal might require the Company, making of a public announcement; (biii) make, or in any way participate in, directly or indirectly, any “"solicitation” " of “"proxies” " (as such terms are defined or used in Regulation 14A under the proxy rules of the Securities and Exchange CommissionAct) or consents become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; provided, however, that the foregoing shall not restrict any actions with respect to matters (other than matters relating to the election of directors or the composition of the Company, 's Board of Directors) submitted to a shareholder vote which matters are not proposed or initiated by Seaside or its affiliates or associates or by any person acting in concert with or at the direction of Seaside or its affiliates or associates; (civ) form, join or in any way participate in a “"group” " (within the meaning of as such term is used in Section 13(d)(313d(3) of the Securities Exchange Act of 1934, as amendedAct) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party’s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any action or matter otherwise prohibited by the terms of the foregoing. The Receiving Party also agrees during such period not this agreement; (v) initiate or propose any shareholder proposals for submission to request a vote of shareholders with respect to the Company or any of the Company Representatives, directly its affiliates or indirectly, to amend or waive propose any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement person for election to the contrary, (i) the Standstill Period shall terminate immediately if, after the date Board of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets Directors of the Company or 50% any of its affiliates; or more (vi) otherwise seek to control the management or policies of the Company’s outstanding equity securitiesCompany or any of its affiliates, (B) including, without limitation, taking any action to seek to obtain representation on the Board of Directors of the Company publicly announces the conclusion or any of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii))affiliates.

Standstill Agreement. In consideration of The Executive, during the Confidential Information being furnished to twenty-four (24) month period commencing on the Receiving Party pursuant to this AgreementEffective Date, the Receiving Party agrees thatthat he shall not, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the “Standstill Period”), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf any person or entity controlled by him not to): : (ai) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquireacquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consents, directly or indirectly, by means of purchase, merger, business combination or become a “participant” in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms forms are used defined in Regulation 14A under the proxy rules Exchange Act) of the Securities and Exchange Commission) proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any voting securities entitled to vote in the election of directors of the Company; (iii) with respect to any securities entitled to vote in the election of directors of the Company, (c) form, join or in be part of any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934Act); (iv) serve, or agree to serve, as amended) with respect to any voting securities a director, nominee for director, officer, employee or consultant of the Company, Company (other than any group comprised solely to fulfill his obligations under Section 5 of the Receiving Party and its affiliates, this Agreement); (dv) otherwise act, alone or in concert with others, to seek to control, advise, change control or influence the management, board of directors, governing instruments, management or Board or policies or affairs of the Company, ; (evi) make initiate any public disclosure, or take communications with any action that could require employee of the Company to make concerning any public disclosure, with respect to any possible acquisition of the matters set forth in this Agreement, other than the required amendment Company or transaction related to the Receiving Party’s Schedule 13D filing as a result management or control of the execution and delivery of this Agreement, Company; (fvii) disclose any intention, plan or arrangement inconsistent with any of the foregoing foregoing; or (gviii) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons person in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company’s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company’s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).