Common use of Standstill Restrictions Clause in Contracts

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”): (i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (ii) enter into any commitment, agreement or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (iv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board or any of its members regarding any of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company).

Standstill Restrictions. From and after the Effective Time until the one (a1) Without year anniversary of the date on which the S Shareholders, in the aggregate, cease to Beneficially Own Voting Securities representing at least the Ownership Threshold (the "Standstill Period"), each Shareholder agrees that, without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such InvestorBoard, such Investor Group’s “Standstill Restricted Group”) will Shareholder shall not, and will shall cause each of its and their controlled Affiliates and, shall use reasonable endeavours to cause, its and their Representatives acting on their behalf not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Groupdirectly or indirectly, alone or acting together with any other Person, except as otherwise (A) expressly set forth in this Section 4.1 Clause 3.1 or (B) provided in the “Standstill Restrictions”):Combination Agreement and/or the Firewater One Shareholder Agreement: (ia) acquire, or offer to acquire or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or acquire Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in (a) the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, Shareholders together with any shares of Common Stock, the Shareholders' Affiliates Beneficially Owning Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) excess of the shares of Common Stock Ownership Limit or (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrantsb) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Oxford Beneficially Owning Voting Securities pursuant in excess of the amount of Oxford Shares Beneficially Owned by it immediately following the Distribution, as such amount may be reduced from time to time as a result of any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders Transfers by Oxford of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities)Oxford Shares; (iib) enter into any commitmentacquire, agreement offer to acquire or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect agree to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to acquire the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (iv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition assets of the Company or any of its assets Subsidiaries that are material to the operations, financial condition or operations by auction prospects of the Company and its Subsidiaries, taken as a whole (it being understood that this sub-clause (b) shall not apply to any transaction in the ordinary course of business between the Company and its Affiliates and Oxford and its Affiliates); (c) induce or attempt to induce any third party to propose or offer to acquire Beneficial Ownership of Voting Securities (other sales process following than Shareholder Shares as and to the Closing Date (each, a “Sales Process”), participating in such Sales Process extent permitted in accordance with Clause 4); (d) initiate or make a proposal for any procedures established by the Company with respect to such Sales Process andscheme of arrangement, if selected as the successful bidder by the Companymerger, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions withtender, or submitting any non-public written proposals to, the Board or any of its members regarding any of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer takeover or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) offer, business combination, reorganisation, restructuring, recapitalisation or other extraordinary transaction with respect to the Company or and any of its subsidiaries Subsidiaries; (e) seek the nomination, appointment or enters into removal of any Directors or seek a definitive agreement with change in the Company composition or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part size of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4)Board; provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality Capricorn shall be entitled to make a confidential submission to the Company and its subsidiaries and Board of (yi) will one Qualified Candidate in the event either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ is not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising (and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted has not been replaced by this Article IV. (c) Notwithstanding anything another Director proposed by Capricorn to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(aBoard) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) two Qualified Candidates in the Company’s material breach event both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are not then on the Board (and have not been replaced by two other Directors proposed by Capricorn to the Board), in each case, for consideration by the Board (or its nominating (or equivalent) committee for nomination as a Director; (f) make or cause to be made any press release or similar public announcement or public communication relating to the way it intends to, or does, vote its Shareholder Shares at any meeting of this Agreement (and, if curable, the shareholders of the Company fails or in connection with any action by written resolution at or in which Voting Securities are entitled to cure such breach within ten vote (10other than as required by law); (g) days of deposit any Shareholder Shares into a voting trust or subject any Shareholder Shares to any proxy, arrangement or agreement with respect to the date that such Securityholder provides written notice voting of such breach Shareholder Shares or other agreement having a similar effect (other than to vote in accordance with an arrangement or agreement solely by and between the CompanyShareholders).; (h) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from From and after the Closing Date until the Expiration later of (x) the seven (7) year anniversary of the Closing Date for and (y) the three (3) year anniversary of the date on which the Stockholders shall cease to Beneficially Own Voting Securities representing at least five percent (5%) of the Voting Securities outstanding at such time (the “Standstill Restricted GroupPeriod”), each Stockholder and the Management Company shall not, and each Stockholder and the Management Company shall cause each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”or Section 5.1(f)(iii): (i) acquire, purchase or offer cause to be purchased or otherwise acquire or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or acquire Beneficial Ownership of or economic exposure to, (A) any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely in addition to result in the applicable Standstill Restricted Group subsequently acquiring Stockholder Shares (such Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant addition to the ▇▇▇▇▇ Act Warrants and Stockholder Shares, the Creditor Warrants“Excess Amount”) outstanding at such time (provided, the parties agree that it shall not be a breach of this Section 4.1(a)(i) if the Stockholders, together with their Affiliates, Beneficially Own the Excess Amount solely as a result of (I) share purchases, reverse share splits or other actions taken by the Company that, by reducing the number of shares outstanding (or issuing Voting Securities to the Stockholder Designee pursuant to the Company’s director compensation plan), cause the Stockholders, together with their Affiliates, to Beneficially Own any Excess Amount, or (II) shares purchased, acquired or Beneficially Owned by a Stockholder or any of its controlled Affiliated in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such shares at the time of such acquisition if such additional shares represent five percent (5%) or less of then outstanding Voting Securities or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case such Stockholder shall use its commercially reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such additional Voting Securities on commercially reasonable terms subject to compliance with applicable securities laws; provided further, that the Beneficial Ownership of the Stockholders, together with their Affiliates, does not restrict further increase thereafter, other than solely as a result of further corporate actions taken by the Company), or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken other securities issued by the Company that reduces (other than any such securities purchased, acquired or Beneficially Owned by a Stockholder or any of its controlled Affiliated in the total number ordinary course of shares business as a result of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any the acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging portfolio company or other derivative transaction entered into for investment entity that owns any such securities at the primary purpose time of managing risk with respect to existing holdings such acquisition if such other securities represent five percent (5%) or less of Voting Securities and not for the primary purpose then outstanding securities of acquiring such class, series or type or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case such Stockholder shall use its commercially reasonable efforts following consummation of additional Voting Securitiessuch purchase, acquisition or Beneficial Ownership to dispose of such other securities on commercially reasonable terms subject to compliance with applicable securities laws); (ii) enter into propose, offer or participate in any commitment, agreement effort to acquire the Company or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement of its Subsidiaries or (B) preliminary, non-binding discussions that do not create any binding assets or enforceable obligation), including operations of the Company or any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transactionof its Subsidiaries; (iii) initiateinduce or attempt to induce any third party to propose, offer or participate inin any effort to acquire Beneficial Ownership of Voting Securities (other than the Stockholder Shares as and to the extent permitted in accordance with Article V); (iv) propose, seekoffer or participate in any tender offer, advise exchange offer, merger, acquisition, share exchange or encourage other business combination or Change of Control transaction involving the Company or any Third Party of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses; (v) seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 3.1), or seek the removal of any director from the Board, or otherwise acting alone or in concert with others, seek to control or influence the governance or policies of the Company; (vi) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or publicly support make or in any way participate in any “contested solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election or removal of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of the voting obligations of the Stockholders pursuant to Section 4.3; (vii) make or issue or cause to be made or issued any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any proxy contest other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (A) in support of any solicitation described in clause (vi) above (other than by voting its shares solicitations on behalf of Voting Securitiesthe Board), (B) in support of any matter described in clause (v) above, (C) concerning any potential matter described in clause (iv) above or (D) negatively or disparagingly commenting about the Company or any tender offer of the Company’s directors, officers, key employees, businesses, operations or exchange offer with respect to the Company not approved and affirmatively recommended by the Boardstrategic plans or strategic directions; (ivviii) form, join join, or in any other way participate in or act in concert as in, a “partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934with respect to the Voting Securities, as amended (the “Exchange Act”)or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than to a designated representative of the Company pursuant to a proxy or ▇▇▇▇▇ Act Warrants, except discussions in consent solicitation on behalf of the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwiseBoard), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a special meeting of stockholders Stockholder with respect to the Stockholder Shares or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage other Voting Securities acquired in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: compliance with clause (i) above or to the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of extent such a group may be deemed to result with the Company or any of its assets Affiliates as a result of this Agreement (it being understood that the holding by persons or operations entities of Voting Securities in accounts or through funds not managed or controlled by auction a Stockholder or other sales process following any Affiliate of a Stockholder shall not give rise to a violation of this clause (viii) solely by virtue of the Closing Date (eachfact that such persons or entities, a “Sales Process”), participating in addition to holding such shares in such Sales Process manner, are investors in accordance with any procedures established funds and accounts managed by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board a Stockholder or any of its Affiliates and, in their capacity as such, are or may be deemed to be members regarding of a “group” with the Stockholders within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities; provided there does not exist as between such persons or entities, on the one hand, and the Stockholders or any of their Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this Section 4.1); (ix) seek in any manner to obtain any amendment, redemption, termination or waiver of the Rights Agreement, dated as of May 26, 2004, between the Company and Registrar & Transfer Company, as Rights Agent; (x) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the matters described in this provisions of Section 4.1; provided that such communications, discussions 4.2 or proposal does not and would not reasonably be expected 4.3, or otherwise (A) seek in any manner to require public disclosure of such communicationsobtain any waiver, discussions consent under, or proposals by the Companyamendment of, any Securityholder provision of this Agreement or any other Person; (CB) taking bring any action necessary or otherwise act to comply contest the validity or enforceability of Section 4.1, 4.2 or 4.3 or seek a release from the restrictions or obligations contained in Section 4.1, 4.2 or 4.3; or (xi) enter into any discussions, negotiations, agreements or understandings with any applicable Law person or entity with respect to the foregoing, or advise, assist, encourage, support, provide financing to or seek to persuade others to take any action required by with respect to any Governmental Entity or any requirement of the New York Stock Exchangeforegoing, NASDAQ or any other national securities exchange on which the shares act in concert with others or as part of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer group (within the meaning of Rule 14d-2 under Section 13(d)(3) of the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IVforegoing. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company).

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from From and after the Initial Closing Date until the Expiration later of (x) the three (3) year anniversary of the Initial Closing Date for and (y) the one (1) year anniversary of the date on which the Holder shall cease to own at least 50% of the Shares (the “Standstill Period”), each Stockholder shall not, and such Standstill Restricted GroupStockholder shall cause its controlled Affiliates and Investor Parent and each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other person, except as expressly set forth in this Section 4.1 7.1 (and excluding Securities beneficially owned by third parties unaffiliated to the “Standstill Restrictions”Holder which are managed by Investor Parent and its controlled Affiliates; provided, that such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement) from the Holder): (i1) acquire, purchase or offer cause to be purchased or otherwise acquire or agree to acquireacquire beneficial ownership of any Securities, by purchase other than (x) the Registrable Securities and (y) the Additional Shares; (2) publicly propose, offer or otherwiseparticipate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries; (3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or direct any Person in recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the acquisition of record or Beneficial Ownership of or economic exposure toCompany, any shares of Common Stock its subsidiaries or any other Voting Securitiesmaterial portion of their businesses; (5) seek to call, Common Stock Equivalents request the call of, or Equity Securities call a special meeting of the stockholders of the Company, or engage make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any swap action by consent in lieu of a meeting, or hedging transactions make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board, or seek the removal of any director from the Board, other derivative agreements than the Holder Designees; (6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting voting Securities, or make or in each case, if such acquisition, offer, agreement or transaction, together with any shares way participate in any “solicitation” of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held any “proxy” within the meaning of Rule 14a-1 promulgated by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent the SEC under the Exchange Act (30%) of the shares of Common Stock (including any Common Stock issuable pursuant but without regard to the ▇▇▇▇▇ Act Warrants and exclusion set forth in Rule 14a-1(l)(2)(iv) from the Creditor Warrantsdefinition of “solicitation”) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by to vote any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (ii) enter into any commitmentmatter, agreement or arrangement with become a participant in any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” solicitation for the election or removal of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any document or report with the SEC or any proxy contest other governmental agency) (A) in express support of any solicitation described in clause (6) above (other than by voting its shares solicitations on behalf of Voting Securitiesthe Board) or (B) in express support of any tender offer matter described in clauses (4) or exchange offer with respect to the Company not approved and affirmatively recommended by the Board(5) above; (iv) 8) form, join join, or in any other way participate in or act in concert as in, a “partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934with respect to the voting Securities, as amended (the “Exchange Act”)or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting voting Securities (other than to a designated representative of the Company pursuant to a proxy or ▇▇▇▇▇ Act Warrantsconsent solicitation on behalf of the Board), except discussions other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Shares or other voting Securities acquired in compliance with the ordinary course Investment Agreement and this Agreement or to the extent such a group may be deemed to result with the Company or any of business with another Securityholder its Affiliates as a result of this Agreement (it being understood that the holding by persons or entities of voting Securities in accounts or through funds not managed or controlled by Investor Parent or any of its controlled Affiliates shall not give rise to a violation of this clause (8) solely by virtue of the fact that such persons or entities, in addition to holding such shares in such manner, are investors in funds and accounts managed by Investor Parent or any of its controlled Affiliates and, in their capacity as such, are or may be deemed to be members of another a “group” with the Stockholders within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such persons or entities, on the one hand, and Investor Group Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that is not would otherwise be prohibited by this Section 7.1); (9) seek in any manner to obtain any amendment, redemption, termination or waiver of any stockholder rights plan or similar agreement; or (10) publicly disclose, or knowingly cause the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 4.1; or (v) (A) initiate, call 7.1 or seek otherwise bring any action or otherwise act to call (publicly contest the validity or otherwise)enforceability of this Section 7.1. For purposes of this Section 7.1, a special meeting person shall not be a controlled Affiliate of stockholders a Stockholder or any action by Investor Parent, respectively, unless the written consent Stockholder or Investor Parent or their respective controlled Affiliates, as the case may be, has the power to vote the majority of the stockholders, outstanding equity securities of such person or otherwise has the power to control the management and policies of such person (Band provided that such person does not receive any Confidential Information (as defined in the Investment Agreement) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold from the vote” or similar campaignHolder). (b) This Section 4.1 7.1 shall not, in any way, prevent, restrict, encumber or limit: limit (i) the Securityholders from: Stockholders and their Affiliates from (A) exercising their respective rights, performing their respective obligations or otherwise consummating the transactions contemplated by this Agreement and the Investment Agreement in accordance with the terms hereof and thereof, (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process; , or (BC) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, with the Board or any of its members regarding any of the matters described in this Section 4.1; 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such communications, discussions or proposal does not and (y) such discussions would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company party to make any public disclosures; disclosure unless approved by the Board, or (ii) any Investor Director Holder Designee then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents Certificate of Incorporation and its related guidelines By-Laws, all codes and any corporate governance guidelines and the rules policies of the Applicable Stock Exchange Company and all laws, rules, regulations and codes of practice, in each case as then may be applicable and in effect; or (iii) any Transfer otherwise permitted by this Article IVeffect from time to time. (c) Notwithstanding anything to the contrary in this Agreement, this Section 4.17.1 shall be of no further force and effect with respect to a Holder in the event that (i) the Company shall enter into any agreement with a third party (including the Holder) providing for (A) a merger, if any (B) a tender or exchange offer for at least a majority of then outstanding Securities of the Company, (C) a sale of at least a majority of the consolidated assets of the Company and its Subsidiaries (including equity securities of Subsidiaries) or equity securities of such other party in a single transaction or series of related transactions, (D) a recapitalization or other transaction involving the Company that results in one person or group other than any Securityholder or any acquiring beneficial ownership of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate at least a proxy contest, solicitation, or other campaign to replace, remove or elect directors majority of the Securities of the Company when aggregated with other Securities held by such person or group or (E) any other single transaction or series of related transactions that results in opposition to the Company’s recommended slate a Change of directors (each Control of the Company (any of the transactions referred to in the foregoing clauses (A) through (E), a “Hostile ActionChange of Control Transaction”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach Company shall publicly disclose that it is in discussions or negotiations with a third party with respect to a Change of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company)Control Transaction.

Standstill Restrictions. Section 6.1 Until the later of (ax) Without the prior written consent time that the Investor’s Ownership Percentage is less than 25% of the Diluted Common Shares and (y) the third anniversary of the Original ▇▇▇ Date (and, in the case of (iv) – (vii), only for so long as the designees of Investor under Section 2.1(a) are seated on the Board pursuant to Section 2.1 and Section 2.4(b) and other than with respect to the election of the Investor Designees), neither the Investor nor any Investor Affiliate shall (i) except as provided in Section 5, directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of the Company, each Securityholder party any warrant or option to this Agreement that is a member purchase such securities, any security convertible into any such securities, or any other right to acquire such securities, other than the Common Stock issued pursuant to the CoyCo Transaction Agreement, the Converted Investor Warrant, Common Stock acquired upon exercise of the Converted Investor Warrant and any Common Stock paid as dividends or as otherwise would not increase the Investor’s beneficial ownership of the Company’s Common Stock by greater than 1% on an Investor Group as-converted basis, (such Persons, with respect ii) bring any action or otherwise act to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate contest the validity of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly restrictions set forth in this Section 4.1 (the “Standstill Restrictions”): (i) acquire6, or offer seek a release of such restrictions, (iii) deposit Common Stock in a voting trust or agree similar arrangement or subject any Common Stock to acquireany voting agreement, by purchase pooling arrangement or otherwisesimilar arrangement, or direct grant any Person proxy with respect to any Common Stock to any person not affiliated with the Investor or Company management; (iv) make, or in the acquisition of record any way participate or Beneficial Ownership of engage in, directly or economic exposure toindirectly, any shares solicitation of Common Stock proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any other Voting Securities, Common Stock Equivalents or Equity Securities of Subsidiary of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (ii) enter into any commitment, agreement or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (ivv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board or any of its members regarding any of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to any voting securities of the Company or any Subsidiary of its subsidiaries or enters into a definitive agreement with the Company or except for any group constituting solely of its subsidiaries for an Extraordinary Transactionthe Investor and Investor Affiliates, (1vi) communicating with seek the Company removal of any directors from the Board or a change in the size or composition of the Board (including, without limitation, voting for any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially directors not nominated by the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted GroupBoard), then except as otherwise provided in Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction2.4(b), (4vii) soliciting proxies or consents in opposition to such transactioncall, request the calling of, or otherwise seek or assist in favor the calling of such competing proposala special meeting of the shareholders of the Company, (viii) disclose any intention, plan or arrangement prohibited by, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed inconsistent with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses or (1ix) through (4); provided make, or take, any action that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality would reasonably be expected to the Company and its subsidiaries and (y) will not be deemed to require cause the Company to make a public announcement regarding any public disclosuresintention of the Investor to take an action that would be prohibited by the foregoing; (ii) any provided, however, that the foregoing shall not restrict the Investor Director then serving as a director on from complying with applicable law or the ability of the Investor Designees or other directors appointed or elected to the Board from acting exercising their fiduciary duties or powers as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IVdirectors. (c) Section 6.2 Notwithstanding anything to the contrary in this Section 4.1foregoing, if any person or group other than any Securityholder or any the Board decides to engage in a process that could give rise to a change of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors control of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, the Company shall invite the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that in the event the Investor participates in such process, each Investor Designee shall recuse himself or herself from voting on, or otherwise receiving any Securityholder or confidential information regarding, matters in connection with the process; provided, further, however, that, following the termination of the Investor’s participation in any other Person; process, the Investor’s right to vote on, and (ii) soliciting proxies or consents receive confidential information about, the process shall be reinstated. In addition, if requested by the Board, the Investor may submit a confidential private acquisition proposal to oppose the Hostile Action; Board and respond to any related inquiries from the Board, provided that no Securityholder or any other Standstill Restricted Group member such proposal shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days conditioned on approval of the date that such Securityholder provides written notice of such breach to the Company)Board.

Standstill Restrictions. (a) Without For so long as the prior written consent Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”): (i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other outstanding Voting Securities, Common Stock Equivalents or Equity Securities of the Company, the Oaktree Shareholders and their Affiliates shall not, directly or engage in indirectly, acquire (i) the beneficial ownership of any swap additional Voting Securities of the Company, (ii) the beneficial ownership of any other Equity Securities of the Company that derive their value from any Voting Securities of the Company or hedging transactions (iii) any rights, options or other derivative agreements with respect securities or contracts or instruments to acquire such beneficial ownership that derive their value from such Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting or other Equity Securities, in each casecase of clauses (i), if (ii) and (iii), if, immediately after giving effect to any such acquisition, offer, agreement or transaction, together with any shares Oaktree Shareholders and their Affiliates would beneficially own in the aggregate more than a percentage of Common Stock, the outstanding Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant Company equal to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion Oaktree Shareholders’ ownership percentage of Common Stock Equivalents into Common Stock by any Securityholderthe Voting Securities of the Company immediately after the closing of the Merger (i.e., approximately 61.3%) plus (B) any increase in such Standstill Restricted Group’s percentage 2.5%. The foregoing restrictions shall not apply to participation by the Oaktree Shareholders or their Affiliates in: (i) pro rata primary offerings of Beneficial Ownership Equity Securities of Common Stock resulting solely from any action taken by the Company based on number of outstanding Voting Securities held or (ii) acquisitions of Equity Securities of the Company that reduces have received Disinterested Director Approval (as defined below). For so long as the total number Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of shares the Voting Securities of Common Stock outstanding the Company, unless specifically invited in writing by the Board (including any share repurchase, redemption or cancellationwith Disinterested Director Approval), neither Oaktree nor any of their Affiliates shall in any manner, directly or indirectly, (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (iii) enter into any commitmenttender or exchange offer, agreement merger, acquisition transaction or arrangement with other business combination or any Third Party regarding an Extraordinary Transaction recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (other than (Aii) a customary confidentiality agreement make, or (B) preliminary, non-binding discussions that do not create in any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, way participate in, seekdirectly or indirectly, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for of “proxies,” “consents” or “authorizations” (as such terms are used in the election proxy rules of the SEC promulgated under the Exchange Act) to vote, or removal of directors seek to influence any person other than the Oaktree Shareholders with respect to the voting of, any Voting Securities of the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved nomination of the Oaktree Designees and affirmatively recommended any other nominees proposed by the Board; Nominating and Corporate Governance Committee), (iviii) formotherwise act, join alone or in any other way participate in or act in concert as a partnershipwith third parties, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly control or otherwise)influence the management, a special meeting of stockholders Board or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition policies of the Company or any of its assets or operations by auction or Subsidiaries (other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board or any of its members regarding any of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) than with respect to the Company or any nomination of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or Oaktree Designees and any other Person regarding such transactionnominees proposed by the Nominating and Corporate Governance Committee), or (2iv) opposing such transactionenter into any negotiations, (3) making a competing proposal, either alone arrangements or in concert understandings with others, any third party with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part any of the consummation foregoing activities. However, if (i) the Company publicly announces its intent to pursue a tender offer, merger, sale of such transaction), (4) soliciting proxies all or consents in opposition to such substantially all of the Company’s assets or any similar transaction, or which in favor each such case would result in a Change of such competing proposalControl Transaction, or (5) taking any recapitalization, restructuring, liquidation, dissolution or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to extraordinary transaction involving the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving subsidiaries, taken as a director on whole, then the Oaktree Shareholders are permitted to privately make an offer or proposal to the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies if the Board approves, recommends or consents to oppose accepts a buyout transaction with an Unaffiliated Buyer, the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member restrictions of the Oaktree Shareholders’ participation in such transaction shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to apply, except that any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately such actions must be discontinued upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date termination or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days abandonment of the date that such Securityholder provides written notice of such breach to applicable buyout transaction (unless the CompanyBoard determines otherwise with Disinterested Director Approval).

Standstill Restrictions. (a) Without From and after the date of this Agreement until the first date on which both of the below conditions are satisfied: (x) for the immediately preceding thirty (30) days, no Investor Nominee has served on the Board (it being understood that if no Investor Nominee is a member of the Board due to circumstances in which the Investor would be entitled to designate a Replacement pursuant to Section 3.7(c), an Investor Nominee shall be deemed to continue to be a member of the Board for all purposes of this Agreement until such time as the Investor irrevocably waives in writing any right to designate such a Replacement) and (y) no less than twenty-four (24) months have elapsed following the Closing (the “Standstill Period”), without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will the Holders shall not, and will shall cause their controlled respective Affiliates not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted directly or indirectly, alone or in concert with any other Person (including assisting or forming a Group or participating with or encouraging other persons to form a Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”): (i) acquireacquire or seek to acquire any securities of the Company (including derivatives, convertible securities or offer or agree to acquire, by purchase or otherwise, or direct any Person other forms of constructive economic ownership in the acquisition of record Company), provided that the foregoing shall not prohibit purchases pursuant to Section 4.4 or Beneficial Ownership of or economic exposure to, any shares bona fide open market purchases of Common Stock after the Closing that would not result in any Holder, together with the Controlled Affiliates, collectively Beneficially Owning a number of Equity Securities equal to or convertible into 20% or more of the then-outstanding Common Stock (the “Cap”) (provided that this Section 4.1(a)(i) shall be amended on the first date that the Company grants an exemption from ▇▇▇▇ §▇▇▇ to a third party for purchases of Common Stock in excess of 20% to reflect such higher number in the exemption granted to such third party); (ii) solicit proxies or written consents or conduct any other type of referendum in respect of the Voting Securities, Common Stock Equivalents Securities of the Company or Equity from any holders of the Voting Securities of the Company, or engage become a participant or assist any third party in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (ii) enter into any commitment, agreement or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transactionsolicitation; (iii) initiate, participate in, seekencourage, advise or encourage influence any Third Party with respect to other person or publicly support assist any “contested solicitation” for the election third party in so encouraging, assisting or removal of directors influencing any person with respect to the Company giving or withholding of any proxy contest (proxy, consent or other than by voting its shares authority to vote or in conducting any other type of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Boardreferendum; (iv) form, form or join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of , including without limitation a group as defined under Section 13(d)(313(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities of the Company, or ▇▇▇▇▇ Act Warrantsotherwise support or participate in any effort by a third party with respect to the matters set forth in Section 4.1(a)(ii) above; (v) present at any meeting of the Company’s stockholders any proposal for consideration for action by stockholders or propose any nominee for election to the Board; (vi) grant any proxy, except discussions consent or other authority to vote (other than to designated representatives of the Company pursuant to a proxy statement of the Company) any Voting Securities or subject them to a voting trust or similar arrangement; (vii) make any request for books and records under the DGCL; (viii) make any public statements that would disparage the Company, its officers or its directors or any person who has served as an officer or director of the Company, in each case, in their capacity as such; provided, however, that any statements made by Investor’s non-controlled Affiliates shall not be deemed to be a violation of this Section 4.1(a)(viii), it being understood that following such a statement by a non-controlled Affiliate of Investor, upon the request of the Company, Investor shall use its reasonable best efforts to cause such non-controlled Affiliates to cease making any further statements in violation of this Section 4.1(a)(viii); provided, further, that any statements made by individual members of the supervisory board of Investor not acting at the direction of Investor or its Affiliates shall not be deemed to be a violation of this Section 4.1(a)(viii); (ix) institute, solicit or join any litigation or other proceeding against the Company or any of its current and former directors or officers (including derivative actions); provided, however, that a Holder and its Affiliates shall be permitted to pursue the resolution of any dispute (a) relating to or arising out of this Agreement, the Stock Purchase Agreement, the Commercial Agreements (as such term is defined in the ordinary course Stock Purchase Agreement) or any other agreement between the Parties through the dispute resolution mechanisms set forth in such agreements (the “Covered Matters”) or (b) following compliance with the dispute escalation procedures set forth in Section 4.6 with respect to such dispute, other matters if (and only if) such matters do not relate to or arise out of (1) the Covered Matters or (2), without limiting clause (a), such Holder’s Beneficial Ownership of securities in the Company or any Investor Nominee position on the Board or any of its committees; (x) propose or participate in any (A) tender or exchange offer, merger, acquisition or other business combination or (B) form of business combination or acquisition or other transaction relating to a material amount of assets of the Company; or (xi) make any public proposal or publicly disclose any intention or plan, or take any action that could require the Company to make any public disclosure, with another Securityholder or members of another Investor Group respect to any matters that is not prohibited by are the other provisions subject of this Section 4.1; or (v) provided, however, that if during the Standstill Period a third party commences a bona fide tender or exchange offer for securities of the Company representing 20% or more of the Company’s aggregate voting power and the Board either (A) initiate, call or seek to call (publicly or otherwise), a special meeting of recommends that stockholders or any action by the written consent of the stockholders, Company tender their Common Stock into such tender or exchange offer or (B) submit does not recommend against stockholders of the Company tendering their shares into such offer within the fifteen (15) Business Day period following the commence of such tender or present at any annual exchange offer, then Investor and its Affiliates shall be permitted to make and publicly disclose a counterproposal to the Board and/or commence a tender or special meeting exchange offer, in each case, for 100% of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaignoutstanding shares of Common Stock. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber not prevent or limit: (i) the Securityholders from: (A) if the Board has previously authorized restrict Investor’s or approved the solicitation by its Affiliates’ ability to make confidential proposals to the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board or any of its members regarding any of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require result in public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company).

Standstill Restrictions. (a) Without From and after the date of this Agreement until the later of (i) the date that is one (1) year after the date of this Agreement and (ii) 30 days following the date that the Investors are no longer entitled to select a Board Observer including as a result of the Investors irrevocably waiving their rights to select a Board Observer pursuant to this Agreement (the “Standstill Period”), without the prior written consent of the Company, each Securityholder party to this Agreement that is a member Investors and their respective Controlled Affiliates shall not (and any Person acting on behalf of an Investor Group (such Persons, with respect to or at the direction of any Investor Groupor any such Controlled Affiliates shall not), but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause directly or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”):indirectly: (i) acquire, or agree or offer or agree to acquire, by purchase or otherwise, or direct any Person in acquire (including through the acquisition of record Beneficial Ownership) any Equity Securities of the Company or Beneficial Ownership a material portion of the assets of the Company or economic exposure toits Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities or assets; provided, however, that nothing in this ‎Section shall prevent (A) the acquisition of (x) Common Stock pursuant to the exercise, conversion or redemption of shares of preferred stock or warrants of the Company held by an Investor or its controlled Affiliates as of the date hereof in accordance with their terms or (y) in the event that the Company issues Equity Securities in connection with a capital raising or liability management transaction, voting Common Stock acquired within three (3) months of such capital raising or any other Voting Securities, liability management transaction to the minimum extent necessary to reverse the dilution to an Investor and its controlled Affiliates’ total percentage voting power of the voting Common Stock Equivalents of the Company resulting from such capital raising or liability management transaction, (B) acquisitions as a result of new funds and accounts coming under management by the Investor Adviser or its Controlled Affiliates in the ordinary course of business and not for the purpose of acquiring Equity Securities of the Company, or engage in (C) acquisitions by any swap or hedging transactions or other derivative agreements with respect to Voting broad-based index-based funds controlled by the Investor Adviser (if Equity Securities that would be reasonably likely to result of the Company are included in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership index or benchmark; provided that the Investor Adviser and its Controlled Affiliates do not have discretion over inclusion of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Equity Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%index or benchmark) of the shares of Common Stock (including or investing in any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, broad-based index-based funds or (D) the Investor Adviser and its Controlled Affiliates (including the Investors) collectively and in the aggregate acquiring up to 2% of the issued and outstanding Equity Securities of the Company (not including and in addition to any bona fide hedging or other derivative transaction entered into for of the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting SecuritiesSubject Shares); (ii) make or submit to the Company or any of its Subsidiaries any proposal for or offer to enter into any commitmentmerger, agreement business combination, recapitalization, restructuring or arrangement with other extraordinary transaction involving the Company or any Third Party regarding an Extraordinary Transaction of its Subsidiaries, either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or the Investor Adviser, any Investor or any of their respective Controlled Affiliates (it being understood that the foregoing shall not restrict any Investor or its Controlled Affiliates from tendering shares, receiving consideration or other than (A) a customary confidentiality agreement payment for shares or (B) preliminaryotherwise participating in any extraordinary transaction, non-binding discussions that do not create any binding in each case, on the same basis as other stockholders or enforceable obligationdebtholders of the Company generally), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, participate engage in, seek, advise or encourage any Third Party “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies; (iv) file with the SEC a proxy contest (other than by voting its shares of Voting Securities) statement or any tender offer supplement thereof or exchange offer any other soliciting material in respect of the Company or its stockholders that would be required to be filed with respect the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (v) (x) nominate or recommend for nomination a person for election to the Company not approved and affirmatively recommended by Board at any Stockholder Meeting at which directors of the Board are to be elected or (y) seek the removal of any member of the Board; (ivvi) submit any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (vii) initiate or in any way intentionally participate or engage in, any “withhold” or similar campaign with respect to any Stockholder Meeting; (viii) form, join or in any other way participate in or knowingly act in concert as with a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the purpose of voting, acquiring, holding, or disposing of, any Equity Securities of the Company (other than solely with controlled Affiliates of the Investors), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or; (vix) (A) initiate, call or seek to call (publicly or otherwise), alone or in concert with others, a special meeting of the stockholders of the Company, or initiate or propose any action by the written consent consent; (x) enter into any negotiations, agreements or arrangements with any other Persons to take any action that an Investor and its Controlled Affiliates are prohibited from taking pursuant to this Section 4.1; or (xi) make any request to amend or waive any provision of the stockholdersthis ‎Section 4.1(a), (B) submit in each case publicly or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold manner that would reasonably be expected to require the vote” Company or similar campaignthe Investor Adviser, any Investor or any of their respective Controlled Affiliates to make any public announcement or disclosure of such request; provided, that the foregoing shall not restrict any request to irrevocably waive the Investors’ right to select a Board Observer pursuant to this Agreement. (b) This Notwithstanding anything to the contrary in ‎Section 4.1(a), this ‎Section 4.1 shall not prevent or restrict the ability of an Investor or any of its Controlled Affiliates from making any proposal to the Company or the Board privately, so long as the making or receipt of such proposal would not reasonably be expected to require the Company or the Investor Adviser, any Investor or any of their Controlled Affiliates to make any public disclosure regarding the possibility of a business combination, merger or other type of transaction described in ‎Section 4.1(a) unless and until such proposal is approved by the Board. If the Company agrees in writing to waive the material obligations of E▇▇▇▇▇▇ or its Affiliates from its obligations under Section 4.1 shall notthereof (Standstill Restrictions), in the Company will provide a similar and proportionate waiver of the Investors’ obligations under this ‎Section 4.1; provided that the Company will retain all rights and remedies with respect to any way, prevent, restrict, encumber or limit: breach by an Investor occurring prior to such waiver. (i) This ‎Section 4.1 shall be inoperative and of no force and effect upon the Securityholders fromearliest of: (x) as a nonexclusive remedy for any material breach of Section 3.1 of this Agreement by the Company, upon ten (10) Business Days’ written notice by the Investors to the Company if such breach has not been cured within such notice period, provided that none of the Investors or their respective Controlled Affiliates are in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (y) any Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) other than an Investor or any of its Controlled Affiliates, or any “group” including or consisting of any Investors or any of their Controlled Affiliates (A) entering into an agreement with the Company to (1) acquire Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, (2) designate members who, in the aggregate, hold a majority of the voting power of the Board, or (3) acquire all or substantially all of the assets of the Company and its Subsidiaries or (B) commencing any tender or exchange offer which, if consummated, would result in the acquisition by any Person of Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, where the Company files with the SEC a Schedule 14D-9 (or any amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (other than a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer); and (z) if the Board has previously authorized recommends for approval or approved adopts any amendment to the solicitation certificate of incorporation or bylaws of the Company that would reasonably be expected to impair in any material respect the Company’s ability to comply with the terms of this Agreement upon ten (10) Business Days’ written notice by the Investors to the Company if such noncompliance has not been cured within such notice period; (ii) if the Company enters into, or publicly announces any plans to enter into, any agreement or understanding with respect to the sale or disposition of bids all or indications substantially all of interest the equity or assets of the Company or any of the Company’s significant subsidiaries (as such term is defined in Rule 405 of the potential acquisition Securities Act) or other extraordinary transaction, nothing in this Section 4.1 shall prohibit or restrict the Investors or their respective Affiliates from making any private statements (written or oral) with respect to such sale or disposition; and (iii) nothing in this Section 4.1 shall be understood to prohibit or otherwise limit the Investors and their Controlled Affiliates from (1) (A) negotiating with third parties, evaluating or trading, directly or indirectly, in any non-convertible indebtedness of the Company or any of its assets or operations by auction Subsidiaries, Derivative Instruments that can only be settled with cash payments, exchange traded fund, benchmark or other sales process following basket of securities which may contain, or may otherwise reflect the Closing Date performance of, any securities of the Company, (each, a “Sales Process”), participating in such Sales Process B) selling Equity Securities or exercising rights in accordance with the Registration Rights Agreement or (C) pledging, lending, hypothecating or granting a security interest or lien in any procedures established by the Company with respect to such Sales Process andEquity Securities (or any similar transaction), if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B2) engaging in confidential private communications or discussions with, or submitting any non-public written proposals to, with the Board or any of its members regarding any Chairman of the matters described Board, Chief Executive Officer or other senior executive officers or their designees, in this Section 4.1; provided that each case, only so long as such communications, discussions or proposal does not and private communications would not reasonably be expected to require any public disclosure of such communications, discussions or proposals thereof by the CompanyCompany or the Investor Adviser, any Securityholder other Investor or any other Person; of their controlled Affiliates unless and until any proposal included in such private communications is approved by the Board, (C3) taking making any action necessary factual statement to comply with any applicable Law oral questions, interrogatories, requests for information or any action required documents, subpoenas, civil investigative demand or similar process by any Governmental Entity or any requirement pursuant to Law (so long as such process or request did not arise as a result of discretionary acts by the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company Investor Adviser or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary TransactionControlled Affiliates), (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i4.3(b) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), or (4) soliciting proxies granting any liens or consents in opposition to such transaction, encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such competing proposal, claims or (5) taking interests in custody or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described prime brokerage in the foregoing subclauses (1) through (4); provided that ordinary course of business, which lien or encumbrance is released upon the foregoing clause (D) (x) will not relieve the Standstill Restricted Group transfer of its obligations under Section 6.19 such claims or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director interests in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules terms of the Applicable Stock Exchange custody or prime brokerage agreement(s), as then in effect; applicable or depositing (iiior withdrawing from deposit) any Transfer otherwise permitted by this Article IV. Equity Securities with a fiduciary or depositary pursuant to a deposit agreement or arrangements (c) Notwithstanding anything to the contrary in this Section 4.1, if including any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Companyprime broker account).

Standstill Restrictions. From and after the Effective Time until the one (a1) Without year anniversary of the date on which the S Shareholders, in the aggregate, cease to Beneficially Own Voting Securities representing at least the Ownership Threshold (the “Standstill Period”), each Shareholder agrees that, without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such InvestorBoard, such Investor Group’s “Standstill Restricted Group”) will Shareholder shall not, and will shall cause each of its and their controlled Affiliates and, shall use reasonable endeavours to cause, its and their Representatives acting on their behalf not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Groupdirectly or indirectly, alone or acting together with any other Person, except as otherwise (A) expressly set forth in this Section 4.1 Clause 3.1 or (B) provided in the “Standstill Restrictions”):Combination Agreement and/or the Firewater One Shareholder Agreement: (ia) acquire, or offer to acquire or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or acquire Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in (a) the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, Shareholders together with any shares of Common Stock, the Shareholders’ Affiliates Beneficially Owning Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) excess of the shares of Common Stock Ownership Limit or (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrantsb) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Oxford Beneficially Owning Voting Securities pursuant in excess of the amount of Oxford Shares Beneficially Owned by it immediately following the Distribution, as such amount may be reduced from time to time as a result of any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders Transfers by Oxford of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities)Oxford Shares; (iib) enter into any commitmentacquire, agreement offer to acquire or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect agree to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to acquire the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (iv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition assets of the Company or any of its assets Subsidiaries that are material to the operations, financial condition or operations by auction prospects of the Company and its Subsidiaries, taken as a whole (it being understood that this sub-clause (b) shall not apply to any transaction in the ordinary course of business between the Company and its Affiliates and Oxford and its Affiliates); (c) induce or attempt to induce any third party to propose or offer to acquire Beneficial Ownership of Voting Securities (other sales process following than Shareholder Shares as and to the Closing Date (each, a “Sales Process”), participating in such Sales Process extent permitted in accordance with Clause 4); (d) initiate or make a proposal for any procedures established by the Company scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganisation, restructuring, recapitalisation or other extraordinary transaction with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board or Company and any of its members regarding Subsidiaries; (e) seek the nomination, appointment or removal of any Directors or seek a change in the composition or size of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any Board (other Person; than (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Acti) with respect to the Company nomination, appointment or any removal of its subsidiaries or enters into a definitive agreement with Shareholder Designees, if any, in the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part case of the consummation of such transaction)S Shareholders, (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) to vote in accordance with Clause 3.5); (f) make or cause to be made any press release or similar public announcement or public communication relating to the Company’s material breach way it intends to, or does, vote its Shareholder Shares at any meeting of the shareholders of the Company or in connection with any action by written resolution at or in which Voting Securities are entitled to vote (other than as required by law); (g) deposit any Shareholder Shares into a voting trust or subject any Shareholder Shares to any proxy, arrangement or agreement with respect to the voting of such Shareholder Shares or other agreement having a similar effect (other than (i) to vote in accordance with Clause 3.5, or (ii) an arrangement or agreement solely by and between the Shareholders; (h) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date of this Agreement (andAgreement, if curable, the Company fails to cure whether or not such breach within ten (10) days of the date that such Securityholder provides written notice of such breach Regulation is applicable to the Company) with respect to any Voting Securities (other than to vote in accordance with Clause 3.5).;

Standstill Restrictions. From and after the Effective Time until the one (a1) Without year anniversary of the date on which the S Shareholders, in the aggregate, cease to Beneficially Own Voting Securities representing at least the Ownership Threshold (the “Standstill Period”), each Shareholder agrees that, without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such InvestorBoard, such Investor Group’s “Standstill Restricted Group”) will Shareholder shall not, and will shall cause each of its and their controlled Affiliates and, shall use reasonable endeavours to cause, its and their Representatives acting on their behalf not to and will not cause or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Groupdirectly or indirectly, alone or acting together with any other Person, except as otherwise (A) expressly set forth in this Section 4.1 Clause 3.1 or (B) provided in the “Standstill Restrictions”):Combination Agreement and/or the Firewater One Shareholder Agreement: (ia) acquire, or offer to acquire or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or acquire Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in (a) the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, Shareholders together with any shares of Common Stock, the Shareholders’ Affiliates Beneficially Owning Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) excess of the shares of Common Stock Ownership Limit or (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrantsb) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Oxford Beneficially Owning Voting Securities pursuant in excess of the amount of Oxford Shares Beneficially Owned by it immediately following the Distribution, as such amount may be reduced from time to time as a result of any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders Transfers by Oxford of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities)Oxford Shares; (iib) enter into any commitmentacquire, agreement offer to acquire or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect agree to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to acquire the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (iv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition assets of the Company or any of its assets Subsidiaries that are material to the operations, financial condition or operations by auction prospects of the Company and its Subsidiaries, taken as a whole (it being understood that this sub-clause (b) shall not apply to any transaction in the ordinary course of business between the Company and its Affiliates and Oxford and its Affiliates); (c) induce or attempt to induce any third party to propose or offer to acquire Beneficial Ownership of Voting Securities (other sales process following than Shareholder Shares as and to the Closing Date (each, a “Sales Process”), participating in such Sales Process extent permitted in accordance with Clause 4); (d) initiate or make a proposal for any procedures established by the Company scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganisation, restructuring, recapitalisation or other extraordinary transaction with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board or Company and any of its members regarding Subsidiaries; (e) seek the nomination, appointment or removal of any Directors or seek a change in the composition or size of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any Board (other Person; than (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Acti) with respect to the Company nomination, appointment or any removal of its subsidiaries or enters into a definitive agreement with Shareholder Designees, if any, in the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part case of the consummation of such transaction)S Shareholders, (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Companyvote in accordance with Clause 3.5).;

Standstill Restrictions. (a) Without From and after the date of this Agreement until the date that no Investor Nominee is entitled to serve on the Board (the “Standstill Period”), without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such PersonsParent, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such and each Investor Group’s “Standstill Restricted Group”) will Participant shall not, and will shall cause each of their controlled respective Controlled Affiliates not to and will not cause or shall direct their other Affiliates Representatives acting on their behalf not to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”):directly or indirectly: (i) except to the extent expressly permitted by Section 4.5(j), acquire, or offer or agree to acquire, by purchase propose or otherwiseoffer to acquire, or direct any Person in seek to acquire (including through the acquisition of record Beneficial Ownership) any Equity Securities or Derivative Instruments of the Company; provided that, for purposes of this Section 4.1(a)(i), (A) any member of a Group will be deemed to have Beneficial Ownership of all securities Beneficially Owned by other members of the Group; and (B) a Person will be deemed to be the Beneficial Owner of any Equity Securities of the Company which may be acquired by such Person whether within sixty (60) days or economic exposure tothereafter, upon the conversion, exchange or exercise of any shares of Common Stock rights, options, warrants or any other Voting Securitiessimilar securities to subscribe for, Common Stock Equivalents purchase or otherwise acquire Equity Securities of the Company; provided, further, that, notwithstanding the foregoing, (1) for so long as Investor Anchor Beneficially Owns shares of Common Stock equal to or greater than the 25% Threshold, nothing in this Section 4.1(a)(i) shall restrict Investor Parent, Investor, any Investor Participant or any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or offering to acquire, or engage in any swap or hedging transactions or other derivative agreements with respect seeking to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with acquire any shares of Common Stock, Voting and each such Person shall be expressly permitted to take such actions, if such Persons would collectively Beneficially Own, after giving effect to such action, a number of Equity Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of or Derivative Instruments representing not more than thirty percent (30%) 31.0% of the then-outstanding shares of Common Stock (including any Common Stock issuable pursuant to calculated on a Fully-Diluted basis) (such percentage, the ▇▇▇▇▇ Act Warrants “Cap”), and (2) in the Creditor Warrants) outstanding at such time (providedcase of an Involuntary Top-Up Event, that this Section 4.1(a)(i) shall not restrict prohibit Investor, Investor Parent or prohibit (A) the exercise any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or conversion offering to acquire, or seeking to acquire any shares of Common Stock Equivalents into Common Stock by any SecurityholderStock, (B) any increase in and each such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total Person shall be expressly permitted to take such actions, with respect to a sufficient number of shares of Common Stock outstanding in order to reverse the effect of any dilution to the Voting Interest of Investor Anchor resulting from the Involuntary Top-Up Event, in accordance with the terms and conditions of (including any share repurchase, redemption or cancellationand within the time periods set forth in) Section 4.1(c), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities);. (ii) enter into make, or in any commitmentway participate, agreement directly or arrangement with indirectly, in any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement solicitation of proxies, authorizations, or (B) preliminarywritten consents, non-binding discussions that do not create seek to advise or influence any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party Person with respect to an Extraordinary Transactionthe voting of any Equity Securities, or conduct any other type of referendum in respect of the Equity Securities of the Company or from any holders of the Equity Securities of the Company; (iii) initiateexcept to the extent expressly contemplated by Section 4.2, participate in(x) present at any meeting of the Company’s stockholders any proposal for consideration for action by stockholders, seekor nominate or propose any nominee for election to the Board, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for (y) seek the election or removal of directors with respect to any member of the Company or Board (except for any proxy contest Investor Nominee); (other than by voting its shares of Voting Securitiesiv) or commence any tender offer or exchange offer with respect to for shares of Equity Securities without the prior written consent of the Board (for the avoidance of doubt, tendering into any tender offer or exchange offer not commenced by the Company not approved or its Subsidiaries will not, in and affirmatively recommended by the Boardof itself, violate this Section 4.1(a)(iv)); (ivv) form, join or in any other way participate in a Group (excluding, for the avoidance of doubt, any Group comprised solely of Investor Anchor), for the purpose of voting, acquiring, holding, or act in concert disposing of, any Equity Securities; (vi) other than as expressly permitted by Section 4.1(b), submit to the Board a partnershipwritten proposal for or offer of, limited partnershipwith or without conditions, syndicate any merger, recapitalization, reorganization, business combination or other “group” within extraordinary transaction involving the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934Company or any Subsidiary thereof, as amended (the “Exchange Act”), or make any public announcement with respect to any Voting Securities such proposal or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; oroffer; (vvii) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of request the Company or any of its assets Subsidiaries, directly or operations by auction indirectly, to amend or other sales process following waive any provision of this Agreement in a manner that would reasonably be expected to require the Closing Date Company, Investor Parent, Investor or their respective Affiliates to make any public disclosure; (eachviii) call, or seek to call, a “Sales Process”)meeting of the stockholders of the Company or its Subsidiaries or initiate any stockholder proposal, participating or initiate or propose any action by written consent, in such Sales Process in accordance with any procedures established each case for action by the stockholders of the Company or its Subsidiaries; or (ix) make any public proposal or publicly disclose any intention or plan, or take any action that would reasonably be expected to require the Company or Investor Anchor to make any public disclosure or announcement, with respect to such Sales Process andany transaction or any other matters that are the subject of this Section 4.1. (b) Notwithstanding anything to the contrary in Section 4.1, if selected as (i) no action or activity required or otherwise expressly contemplated to be taken by Investor or its Affiliates or an Investor Nominee under this Agreement or the successful bidder Transaction Agreement or any exhibit thereto shall be or be deemed to be restricted by or subject to the Company, completing the acquisition contemplated by such Sales Processprohibitions set forth in Section 4.1; (Bii) engaging in confidential communications this Section 4.1 shall not prevent or discussions with, or submitting any non-public written proposals to, restrict the Board ability of Investor or any of its members regarding Affiliates from (A) making any confidential proposal to the Company or the Board, so long as the making or receipt of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder Investor Parent, Investor or any of their respective Affiliates to make any public disclosure; and (B) participating as a potential purchaser (on the same terms, and subject to the same conditions, as other Personpotential purchasers) in any process, bilateral negotiation or otherwise pursuant to which the Company provides confidential information to, or enters into negotiations with, a third party relating to a Change of Control on the terms and conditions established by the Board for such process; it being understood that (Cx) taking Investor shall provide prompt written notice (a “Sale Process Notice”) to the Company of Investor’s intent to participate in such process or negotiation (as applicable) within fifteen (15) Business Days of Investor’s receipt of the Company’s notice in respect of any action necessary such process or negotiation, and (y) the restrictions set forth in Section 4.1(a) shall remain in effect notwithstanding the Company’s entry into a process or negotiation with a third party relating to comply with a Change of Control, including if the Company executes a definitive agreement relating to such Change of Control and/or recommends to the stockholders of the Company any applicable Law third party tender offer or exchange offer for Equity Securities that would result in a Change of Control. If Investor provides a Sale Process Notice to the Company, Investor shall, and shall cause any Investor Nominee to (as applicable), (x) promptly recuse themselves from any Board (or any action required by any Governmental Entity committee thereof) meeting involving or relating to such process or negotiation (as applicable), and (y) except at the invitation of the Board, not communicate with, participate in, or otherwise seek to affect the outcome of, discussions and votes of the Board (or any requirement committee thereof) with respect to any matters coming before it in respect of such process or negotiation (as applicable). Notwithstanding anything to the contrary provided in this Agreement, Investor, Investor Parent and their respective Controlled Affiliates shall not be restricted from making any disclosure that such party determines in good faith, and on the advice of counsel, is required pursuant to applicable Law. (c) If after the date hereof any Top-Up Event occurs: (i) (A) in the case of a Voluntary Top-Up Event, during the Trading Period following such Top-Up Event, Section 4.1 shall not prohibit Investor, Investor Parent or any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or offering to acquire, or seeking to acquire any shares of Common Stock, and each such Person shall be expressly permitted to take such actions, with respect to a sufficient number of shares of Common Stock in order to reverse the effect of any dilution to the Voting Interest of Investor Anchor resulting from the Voluntary Top-Up Event; provided that in no event shall this Section 4.1(c)(i)(A) permit Investor, Investor Parent or any of their respective Controlled Affiliates to purchase a number of shares of Common Stock representing more than 5% of the New York outstanding shares of Common Stock Exchangeas of the date of such Top-Up Event, NASDAQ and (B) in the case of an Involuntary Top-Up Event, Section 4.1 shall not prohibit Investor, Investor Parent or any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or offering to acquire, or seeking to acquire any shares of Common Stock, and each such Person shall be expressly permitted to take such actions, with respect to a sufficient number of shares of Common Stock in order to reverse the effect of any dilution to the Voting Interest of Investor Anchor resulting from the applicable dilutive event pursuant to Section 4.1(a)(i)(2); (ii) during the Trading Period following such Top-Up Event, Investor may continue to designate the applicable number of Investor Nominees to the Board pursuant to Section 3.2, shall not be obligated to cause any Investor Nominee to resign pursuant to Section 3.7(a) and shall retain its other national securities exchange on which rights and obligations hereunder arising from its Beneficial Ownership of shares of Common Stock above the applicable Threshold; and (iii) the rights and obligations of Investor, Investor Parent and their respective Controlled Affiliates arising from their Beneficial Ownership of shares of Common Stock above an applicable Threshold that were in effect prior to any Top-Up Event shall continue to be in effect following the end of such Trading Period so long Investor Anchor Beneficially Owns the shares of Common Stock are then listed (at the “Applicable Stock Exchange”) end of such Trading Period equal to or (D) if any Third Party commences a tender offer or exchange offer (within greater than the meaning applicable Threshold; provided that, for the avoidance of Rule 14d-2 under the Exchange Act) with respect doubt, to the Company extent Investor Anchor’s exercise of (or failure to exercise) any Top-Up Rights in connection with an Involuntary Top-Up Event does not cause the number of its subsidiaries or enters into a definitive agreement with shares of Common Stock Beneficially Owned by Investor Anchor to exceed the Company or applicable Threshold at the end of the Trading Period following such Top-Up Event, Investor Anchor shall no longer have the designation rights set forth in Article III in respect of such Threshold from and after the end of such Trading Period (irrespective of any future exercise of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders Top-Up Rights or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Grouprights under this Agreement), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (cd) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”)provided herein, nothing in Section 4(athis Agreement shall (x) shall prohibit restrict a Party with Top-Up Rights from simultaneously or restrict any Securityholder or any member consecutively exercising such Top-Up Rights arising out of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communicationsa Voluntary Top-Up Event and an Involuntary Top-Up Event, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (iiy) permit any Person to exercise Top-Up Rights to the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days extent Investor Anchor would Beneficially Own Equity Securities or Derivative Instruments in excess of the date that such Securityholder provides written notice of such breach to the Company)Cap.

Standstill Restrictions. (a) Without From and after the date of this Agreement until the later of (i) the date that is one (1) year after the date of this Agreement and (ii) 30 days following the date that the Investors are no longer entitled to select a Board Observer including as a result of the Investors irrevocably waiving their rights to select a Board Observer pursuant to this Agreement (the “Standstill Period”), without the prior written consent of the Company, each Securityholder party to this Agreement that is a member Investors and their respective Controlled Affiliates shall not (and any Person acting on behalf of an Investor Group (such Persons, with respect to or at the direction of any Investor Groupor any such Controlled Affiliates shall not), but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause directly or direct their other Affiliates to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”):indirectly: (i) acquire, or agree or offer or agree to acquire, by purchase or otherwise, or direct any Person in acquire (including through the acquisition of record Beneficial Ownership) any Equity Securities of the Company or Beneficial Ownership a material portion of the assets of the Company or economic exposure toits Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities or assets; provided, however, that nothing in this ‎Section 4.1(a)(i) shall prevent (A) the acquisition of (x) Common Stock pursuant to the exercise, conversion or redemption of shares of preferred stock or warrants of the Company held by an Investor or its controlled Affiliates as of the date hereof in accordance with their terms or (y) in the event that the Company issues Equity Securities in connection with a capital raising or liability management transaction, voting Common Stock acquired within three (3) months of such capital raising or any other Voting Securities, liability management transaction to the minimum extent necessary to reverse the dilution to an Investor and its controlled Affiliates’ total percentage voting power of the voting Common Stock Equivalents of the Company resulting from such capital raising or liability management transaction, (B) acquisitions as a result of new funds and accounts coming under management by the Investor Adviser or its Controlled Affiliates in the ordinary course of business and not for the purpose of acquiring Equity Securities of the Company, or engage in (C) acquisitions by any swap or hedging transactions or other derivative agreements with respect to Voting broad-based index-based funds controlled by the Investor Adviser (if Equity Securities that would be reasonably likely to result of the Company are included in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership index or benchmark; provided that the Investor Adviser and its Controlled Affiliates do not have discretion over inclusion of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Equity Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%index or benchmark) of the shares of Common Stock (including or investing in any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, broad-based index-based funds or (D) the Investor Adviser and its Controlled Affiliates (including the Investors) collectively and in the aggregate acquiring up to 2% of the issued and outstanding Equity Securities of the Company (not including and in addition to any bona fide hedging or other derivative transaction entered into for of the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting SecuritiesSubject Shares); (ii) make or submit to the Company or any of its Subsidiaries any proposal for or offer to enter into any commitmentmerger, agreement business combination, recapitalization, restructuring or arrangement with other extraordinary transaction involving the Company or any Third Party regarding an Extraordinary Transaction of its Subsidiaries, either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or the Investor Adviser, any Investor or any of their respective Controlled Affiliates (it being understood that the foregoing shall not restrict any Investor or its Controlled Affiliates from tendering shares, receiving consideration or other than (A) a customary confidentiality agreement payment for shares or (B) preliminaryotherwise participating in any extraordinary transaction, non-binding discussions that do not create any binding in each case, on the same basis as other stockholders or enforceable obligationdebtholders of the Company generally), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, participate engage in, seek, advise or encourage any Third Party “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies; (iv) file with the SEC a proxy contest (other than by voting its shares of Voting Securities) statement or any tender offer supplement thereof or exchange offer any other soliciting material in respect of the Company or its stockholders that would be required to be filed with respect the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act; (v) (x) nominate or recommend for nomination a person for election to the Company not approved and affirmatively recommended by Board at any Stockholder Meeting at which directors of the Board are to be elected or (y) seek the removal of any member of the Board; (ivvi) submit any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (vii) initiate or in any way intentionally participate or engage in, any “withhold” or similar campaign with respect to any Stockholder Meeting; (viii) form, join or in any other way participate in or knowingly act in concert as with a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the purpose of voting, acquiring, holding, or disposing of, any Equity Securities of the Company (other than solely with controlled Affiliates of the Investors), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or; (vix) (A) initiate, call or seek to call (publicly or otherwise), alone or in concert with others, a special meeting of the stockholders of the Company, or initiate or propose any action by the written consent consent; (x) enter into any negotiations, agreements or arrangements with any other Persons to take any action that an Investor and its Controlled Affiliates are prohibited from taking pursuant to this Section 4.1; or (xi) make any request to amend or waive any provision of the stockholdersthis ‎Section 4.1(a), (B) submit in each case publicly or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold manner that would reasonably be expected to require the vote” Company or similar campaignthe Investor Adviser, any Investor or any of their respective Controlled Affiliates to make any public announcement or disclosure of such request; provided, that the foregoing shall not restrict any request to irrevocably waive the Investors’ right to select a Board Observer pursuant to this Agreement. (b) This Notwithstanding anything to the contrary in ‎Section 4.1(a), this ‎Section 4.1 shall not prevent or restrict the ability of an Investor or any of its Controlled Affiliates from making any proposal to the Company or the Board privately, so long as the making or receipt of such proposal would not reasonably be expected to require the Company or the Investor Adviser, any Investor or any of their Controlled Affiliates to make any public disclosure regarding the possibility of a business combination, merger or other type of transaction described in ‎Section 4.1(a) unless and until such proposal is approved by the Board. If the Company agrees in writing to waive the material obligations of ▇▇▇▇▇▇▇ or its Affiliates from its obligations under Section 4.1 shall notthereof (Standstill Restrictions), in the Company will provide a similar and proportionate waiver of the Investors’ obligations under this ‎Section 4.1; provided that the Company will retain all rights and remedies with respect to any way, prevent, restrict, encumber or limit: breach by an Investor occurring prior to such waiver. (i) This ‎Section 4.1 shall be inoperative and of no force and effect upon the Securityholders fromearliest of: (x) as a nonexclusive remedy for any material breach of Section 3.1 of this Agreement by the Company, upon ten (10) Business Days’ written notice by the Investors to the Company if such breach has not been cured within such notice period, provided that none of the Investors or their respective Controlled Affiliates are in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (y) any Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) other than an Investor or any of its Controlled Affiliates, or any “group” including or consisting of any Investors or any of their Controlled Affiliates (A) entering into an agreement with the Company to (1) acquire Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, (2) designate members who, in the aggregate, hold a majority of the voting power of the Board, or (3) acquire all or substantially all of the assets of the Company and its Subsidiaries or (B) commencing any tender or exchange offer which, if consummated, would result in the acquisition by any Person of Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, where the Company files with the SEC a Schedule 14D-9 (or any amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (other than a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer); and (z) if the Board has previously authorized recommends for approval or approved adopts any amendment to the solicitation certificate of incorporation or bylaws of the Company that would reasonably be expected to impair in any material respect the Company’s ability to comply with the terms of this Agreement upon ten (10) Business Days’ written notice by the Investors to the Company if such noncompliance has not been cured within such notice period; (ii) if the Company enters into, or publicly announces any plans to enter into, any agreement or understanding with respect to the sale or disposition of bids all or indications substantially all of interest the equity or assets of the Company or any of the Company’s significant subsidiaries (as such term is defined in Rule 405 of the potential acquisition Securities Act) or other extraordinary transaction, nothing in this Section 4.1 shall prohibit or restrict the Investors or their respective Affiliates from making any private statements (written or oral) with respect to such sale or disposition; and (iii) nothing in this Section 4.1 shall be understood to prohibit or otherwise limit the Investors and their Controlled Affiliates from (1) (A) negotiating with third parties, evaluating or trading, directly or indirectly, in any non-convertible indebtedness of the Company or any of its assets or operations by auction Subsidiaries, Derivative Instruments that can only be settled with cash payments, exchange traded fund, benchmark or other sales process following basket of securities which may contain, or may otherwise reflect the Closing Date performance of, any securities of the Company, (each, a “Sales Process”), participating in such Sales Process B) selling Equity Securities or exercising rights in accordance with the Registration Rights Agreement or (C) pledging, lending, hypothecating or granting a security interest or lien in any procedures established by the Company with respect to such Sales Process andEquity Securities (or any similar transaction), if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B2) engaging in confidential private communications or discussions with, or submitting any non-public written proposals to, with the Board or any of its members regarding any Chairman of the matters described Board, Chief Executive Officer or other senior executive officers or their designees, in this Section 4.1; provided that each case, only so long as such communications, discussions or proposal does not and private communications would not reasonably be expected to require any public disclosure of such communications, discussions or proposals thereof by the CompanyCompany or the Investor Adviser, any Securityholder other Investor or any other Person; of their controlled Affiliates unless and until any proposal included in such private communications is approved by the Board, (C3) taking making any action necessary factual statement to comply with any applicable Law oral questions, interrogatories, requests for information or any action required documents, subpoenas, civil investigative demand or similar process by any Governmental Entity or any requirement pursuant to Law (so long as such process or request did not arise as a result of discretionary acts by the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company Investor Adviser or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary TransactionControlled Affiliates), (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i4.3(b) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), or (4) soliciting proxies granting any liens or consents in opposition to such transaction, encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such competing proposal, claims or (5) taking interests in custody or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described prime brokerage in the foregoing subclauses (1) through (4); provided that ordinary course of business, which lien or encumbrance is released upon the foregoing clause (D) (x) will not relieve the Standstill Restricted Group transfer of its obligations under Section 6.19 such claims or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director interests in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules terms of the Applicable Stock Exchange custody or prime brokerage agreement(s), as then in effect; applicable or depositing (iiior withdrawing from deposit) any Transfer otherwise permitted by this Article IV. Equity Securities with a fiduciary or depositary pursuant to a deposit agreement or arrangements (c) Notwithstanding anything to the contrary in this Section 4.1, if including any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Companyprime broker account).

Standstill Restrictions. (a) Without From and after the date of this Agreement until the date that no Investor Nominee is entitled to serve on the Board (the “Standstill Period”), without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such PersonsParent, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such and each Investor Group’s “Standstill Restricted Group”) will Participant shall not, and will shall cause each of their controlled respective Controlled Affiliates not to and will not cause or shall direct their other Affiliates Representatives acting on their behalf not to, from and after the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”):directly or indirectly: (i) except to the extent expressly permitted by Section 4.5(j), acquire, or offer or agree to acquire, by purchase propose or otherwiseoffer to acquire, or direct any Person in seek to acquire (including through the acquisition of record Beneficial Ownership) any Equity Securities or Derivative Instruments of the Company; provided that, for purposes of this Section 4.1(a)(i), (A) any member of a Group will be deemed to have Beneficial Ownership of all securities Beneficially Owned by other members of the Group; and (B) a Person will be deemed to be the Beneficial Owner of any Equity Securities of the Company which may be acquired by such Person whether within sixty (60) days or economic exposure tothereafter, upon the conversion, exchange or exercise of any shares of Common Stock rights, options, warrants or any other Voting Securitiessimilar securities to subscribe for, Common Stock Equivalents purchase or otherwise acquire Equity Securities of the Company; provided, further, that, notwithstanding the foregoing, (1) for so long as Investor Anchor Beneficially Owns shares of Common Stock equal to or greater than the 25% Threshold, nothing in this Section 4.1(a)(i) shall restrict Investor Parent, Investor, any Investor Participant or any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or offering to acquire, or engage in any swap or hedging transactions or other derivative agreements with respect seeking to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with acquire any shares of Common Stock, Voting and each such Person shall be expressly permitted to take such actions, if such Persons would collectively Beneficially Own, after giving effect to such action, a number of Equity Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of or Derivative Instruments representing not more than thirty percent (30%) 31.0% of the then-outstanding shares of Common Stock (including any Common Stock issuable pursuant to calculated on a Fully-Diluted basis) (such percentage, the ▇▇▇▇▇ Act Warrants “Cap”), and (2) in the Creditor Warrants) outstanding at such time (providedcase of an Involuntary Top-Up Event, that this Section 4.1(a)(i) shall not restrict prohibit Investor, Investor Parent or prohibit (A) the exercise any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or conversion offering to acquire, or seeking to acquire any shares of Common Stock Equivalents into Common Stock by any SecurityholderStock, (B) any increase in and each such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total Person shall be expressly permitted to take such actions, with respect to a sufficient number of shares of Common Stock outstanding in order to reverse the effect of any dilution to the Voting Interest of Investor Anchor resulting from the Involuntary Top-Up Event, in accordance with the terms and conditions of (including any share repurchase, redemption or cancellationand within the time periods set forth in) Section 4.1(c), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities);. (ii) enter into make, or in any commitmentway participate, agreement directly or arrangement with indirectly, in any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement solicitation of proxies, authorizations, or (B) preliminarywritten consents, non-binding discussions that do not create seek to advise or influence any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party Person with respect to an Extraordinary Transactionthe voting of any Equity Securities, or conduct any other type of referendum in respect of the Equity Securities of the Company or from any holders of the Equity Securities of the Company; (iii) initiateexcept to the extent expressly contemplated by Section 4.2, participate in(x) present at any meeting of the Company’s stockholders any proposal for consideration for action by stockholders, seekor nominate or propose any nominee for election to the Board, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for (y) seek the election or removal of directors with respect to any member of the Company or Board (except for any proxy contest Investor Nominee); (other than by voting its shares of Voting Securitiesiv) or commence any tender offer or exchange offer with respect to for shares of Equity Securities without the prior written consent of the Board (for the avoidance of doubt, tendering into any tender offer or exchange offer not commenced by the Company not approved or its Subsidiaries will not, in and affirmatively recommended by the Boardof itself, violate this Section 4.1(a)(iv)); (ivv) form, join or in any other way participate in a Group (excluding, for the avoidance of doubt, any Group comprised solely of Investor Anchor), for the purpose of voting, acquiring, holding, or act in concert disposing of, any Equity Securities; (vi) other than as expressly permitted by Section 4.1(b), submit to the Board a partnershipwritten proposal for or offer of, limited partnershipwith or without conditions, syndicate any merger, recapitalization, reorganization, business combination or other “group” within extraordinary transaction involving the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934Company or any Subsidiary thereof, as amended (the “Exchange Act”), or make any public announcement with respect to any Voting Securities such proposal or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; oroffer; (vvii) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of request the Company or any of its assets Subsidiaries, directly or operations by auction indirectly, to amend or other sales process following waive any provision of this Agreement in a manner that would reasonably be expected to require the Closing Date Company, Investor Parent, Investor or their respective Affiliates to make any public disclosure; (eachviii) call, or seek to call, a “Sales Process”)meeting of the stockholders of the Company or its Subsidiaries or initiate any stockholder proposal, participating or initiate or propose any action by written consent, in such Sales Process in accordance with any procedures established each case for action by the stockholders of the Company or its Subsidiaries; or (ix) make any public proposal or publicly disclose any intention or plan, or take any action that would reasonably be expected to require the Company or Investor Anchor to make any public disclosure or announcement, with respect to such Sales Process andany transaction or any other matters that are the subject of this Section 4.1. (b) Notwithstanding anything to the contrary in Section 4.1, if selected as (i) no action or activity required or otherwise expressly contemplated to be taken by Investor or its Affiliates or an Investor Nominee under this Agreement or the successful bidder Transaction Agreement or any exhibit thereto shall be or be deemed to be restricted by or subject to the Company, completing the acquisition contemplated by such Sales Processprohibitions set forth in Section 4.1; (Bii) engaging in confidential communications this Section 4.1 shall not prevent or discussions with, or submitting any non-public written proposals to, restrict the Board ability of Investor or any of its members regarding Affiliates from (A) making any confidential proposal to the Company or the Board, so long as the making or receipt of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder Investor Parent, Investor or any of their respective Affiliates to make any public disclosure; and (B) participating as a potential purchaser (on the same terms, and subject to the same conditions, as other Personpotential purchasers) in any process, bilateral negotiation or otherwise pursuant to which the Company provides confidential information to, or enters into negotiations with, a third party relating to a Change of Control on the terms and conditions established by the Board for such process; it being understood that (Cx) taking Investor shall provide prompt written notice (a “Sale Process Notice”) to the Company of Investor’s intent to participate in such process or negotiation (as applicable) within fifteen (15) Business Days of Investor’s receipt of the Company’s notice in respect of any action necessary such process or negotiation, and (y) the restrictions set forth in Section 4.1(a) shall remain in effect notwithstanding the Company’s entry into a process or negotiation with a third party relating to comply with a Change of Control, including if the Company executes a definitive agreement relating to such Change of Control and/or recommends to the stockholders of the Company any applicable Law third party tender offer or exchange offer for Equity Securities that would result in a Change of Control. If Investor provides a Sale Process Notice to the Company, Investor shall, and shall cause any Investor Nominee to (as applicable), (x) promptly recuse themselves from any Board (or any action required by any Governmental Entity committee thereof) meeting involving or relating to such process or negotiation (as applicable), and (y) except at the invitation of the Board, not communicate with, participate in, or otherwise seek to affect the outcome of, discussions and votes of the Board (or any requirement committee thereof) with respect to any matters coming before it in respect of such process or negotiation (as applicable). Notwithstanding anything to the contrary provided in this Agreement, Investor, Investor Parent and their respective Controlled Affiliates shall not be restricted from making any disclosure that such party determines in good faith, and on the advice of counsel, is required pursuant to applicable Law. (c) If after the date hereof any Top-Up Event occurs: (i) (A) in the case of a Voluntary Top-Up Event, during the Trading Period following such Top-Up Event, Section 4.1 shall not prohibit Investor, Investor Parent or any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or offering to acquire, or seeking to acquire any shares of Common Stock, and each such Person shall be expressly permitted to take such actions, with respect to a sufficient number of shares of Common Stock in order to reverse the effect of any dilution to the Voting Interest of Investor Anchor resulting from the Voluntary Top-Up Event; provided that in no event shall this Section 4.1(c)(i)(A) permit Investor, Investor Parent or any of their respective Controlled Affiliates to purchase a number of shares of Common Stock representing more than 5% of the New York outstanding shares of Common Stock Exchangeas of the date of such Top-Up Event, NASDAQ and (B) in the case of an Involuntary Top-Up Event, Section 4.1 shall not prohibit Investor, Investor Parent or any of their respective Controlled Affiliates from acquiring, agreeing to acquire, proposing or offering to acquire, or seeking to acquire any shares of Common Stock, and each such Person shall be expressly permitted to take such actions, with respect to a sufficient number of shares of Common Stock in order to reverse the effect of any dilution to the Voting Interest of Investor Anchor resulting from the applicable dilutive event pursuant to Section 4.1(a)(i)(2); (ii) during the Trading Period following such Top-Up Event, Investor may continue to designate the applicable number of Investor Nominees to the Board pursuant to Section 3.2, shall not be obligated to cause any Investor Nominee to resign pursuant to Section (a) and shall retain its other national securities exchange on which rights and obligations hereunder arising from its Beneficial Ownership of shares of Common Stock above the applicable Threshold; and (iii) the rights and obligations of Investor, Investor Parent and their respective Controlled Affiliates arising from their Beneficial Ownership of shares of Common Stock above an applicable Threshold that were in effect prior to any Top-Up Event shall continue to be in effect following the end of such Trading Period so long Investor Anchor Beneficially Owns the shares of Common Stock are then listed (at the “Applicable Stock Exchange”) end of such Trading Period equal to or (D) if any Third Party commences a tender offer or exchange offer (within greater than the meaning applicable Threshold; provided that, for the avoidance of Rule 14d-2 under the Exchange Act) with respect doubt, to the Company extent Investor Anchor’s exercise of (or failure to exercise) any Top-Up Rights in connection with an Involuntary Top-Up Event does not cause the number of its subsidiaries or enters into a definitive agreement with shares of Common Stock Beneficially Owned by Investor Anchor to exceed the Company or applicable Threshold at the end of the Trading Period following such Top-Up Event, Investor Anchor shall no longer have the designation rights set forth in Article III in respect of such Threshold from and after the end of such Trading Period (irrespective of any future exercise of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders Top-Up Rights or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Grouprights under this Agreement), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (cd) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”)provided herein, nothing in Section 4(athis Agreement shall (x) shall prohibit restrict a Party with Top-Up Rights from simultaneously or restrict any Securityholder or any member consecutively exercising such Top-Up Rights arising out of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communicationsa Voluntary Top-Up Event and an Involuntary Top-Up Event, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (iiy) permit any Person to exercise Top-Up Rights to the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days extent Investor Anchor would Beneficially Own Equity Securities or Derivative Instruments in excess of the date that such Securityholder provides written notice of such breach to the Company)Cap.

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from From and after the Closing Date until the Expiration later of (x) the seven (7) year anniversary of the Closing Date for and (y) the three (3) year anniversary of the date on which the Stockholders shall cease to Beneficially Own Voting Securities representing at least five percent (5%) of the Voting Securities outstanding at such time (the “Standstill Restricted GroupPeriod”), each Stockholder and the Management Company shall not, and each Stockholder and the Management Company shall cause each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”or Section 5.1(f)(iii): (i) acquire, purchase or offer cause to be purchased or otherwise acquire or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or acquire Beneficial Ownership of or economic exposure to, (A) any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely in addition to result in the applicable Standstill Restricted Group subsequently acquiring Stockholder Shares (such Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant addition to the ▇▇▇▇▇ Act Warrants and Stockholder Shares, the Creditor Warrants“Excess Amount”) outstanding at such time (provided, the parties agree that it shall not be a breach of this Section 4.1(a)(i) if the Stockholders, together with their Affiliates, Beneficially Own the Excess Amount solely as a result of (I) share purchases, reverse share splits or other actions taken by the Company that, by reducing the number of shares outstanding (or issuing Voting Securities to the Stockholder Designee pursuant to the Company’s director compensation plan), cause the Stockholders, together with their Affiliates, to Beneficially Own any Excess Amount, or (II) shares purchased, acquired or Beneficially Owned by a Stockholder or any of its controlled Affiliated in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such shares at the time of such acquisition if such additional shares represent five percent (5%) or less of then outstanding Voting Securities or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case such Stockholder shall use its commercially reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such additional Voting Securities on commercially reasonable terms subject to compliance with applicable securities laws; provided further, that the Beneficial Ownership of the Stockholders, together with their Affiliates, does not restrict further increase thereafter, other than solely as a result of further corporate actions taken by the Company), or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken other securities issued by the Company that reduces (other than any such securities purchased, acquired or Beneficially Owned by a Stockholder or any of its controlled Affiliates in the total number ordinary course of shares business as a result of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any the acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging portfolio company or other derivative transaction entered into for investment entity that owns any such securities at the primary purpose time of managing risk with respect to existing holdings such acquisition if such other securities represent five percent (5%) or less of Voting Securities and not for the primary purpose then outstanding securities of acquiring such class, series or type or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case such Stockholder shall use its commercially reasonable efforts following consummation of additional Voting Securitiessuch purchase, acquisition or Beneficial Ownership to dispose of such other securities on commercially reasonable terms subject to compliance with applicable securities laws); (ii) enter into propose, offer or participate in any commitment, agreement effort to acquire the Company or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement of its Subsidiaries or (B) preliminary, non-binding discussions that do not create any binding assets or enforceable obligation), including operations of the Company or any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transactionof its Subsidiaries; (iii) initiateinduce or attempt to induce any third party to propose, offer or participate inin any effort to acquire Beneficial Ownership of Voting Securities (other than the Stockholder Shares as and to the extent permitted in accordance with Article V); (iv) propose, seekoffer or participate in any tender offer, advise exchange offer, merger, acquisition, share exchange or encourage other business combination or Change of Control transaction involving the Company or any Third Party of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses; (v) seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 3.1), or seek the removal of any director from the Board, or otherwise acting alone or in concert with others, seek to control or influence the governance or policies of the Company; (vi) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or publicly support make or in any way participate in any “contested solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election or removal of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of the voting obligations of the Stockholders pursuant to Section 4.3; (vii) make or issue or cause to be made or issued any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any proxy contest other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (A) in support of any solicitation described in clause (vi) above (other than by voting its shares solicitations on behalf of Voting Securitiesthe Board), (B) in support of any matter described in clause (v) above, (C) concerning any potential matter described in clause (iv) above or (D) negatively or disparagingly commenting about the Company or any tender offer of the Company’s directors, officers, key employees, businesses, operations or exchange offer with respect to the Company not approved and affirmatively recommended by the Boardstrategic plans or strategic directions; (ivviii) form, join join, or in any other way participate in or act in concert as in, a “partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934with respect to the Voting Securities, as amended (the “Exchange Act”)or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than to a designated representative of the Company pursuant to a proxy or ▇▇▇▇▇ Act Warrants, except discussions in consent solicitation on behalf of the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwiseBoard), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a special meeting of stockholders Stockholder with respect to the Stockholder Shares or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage other Voting Securities acquired in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: compliance with clause (i) above or to the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of extent such a group may be deemed to result with the Company or any of its assets Affiliates as a result of this Agreement (it being understood that the holding by persons or operations entities of Voting Securities in accounts or through funds not managed or controlled by auction a Stockholder or other sales process following any Affiliate of a Stockholder shall not give rise to a violation of this clause (viii) solely by virtue of the Closing Date (eachfact that such persons or entities, a “Sales Process”), participating in addition to holding such shares in such Sales Process manner, are investors in accordance with any procedures established funds and accounts managed by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, the Board a Stockholder or any of its Affiliates and, in their capacity as such, are or may be deemed to be members regarding of a “group” with the Stockholders within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities; provided there does not exist as between such persons or entities, on the one hand, and the Stockholders or any of their Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this Section 4.1); (ix) seek in any manner to obtain any amendment, redemption, termination or waiver of the Rights Agreement, dated as of May 26, 2004, between the Company and Registrar & Transfer Company, as Rights Agent; (x) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the matters described in this provisions of Section 4.1; provided that such communications, discussions 4.2 or proposal does not and would not reasonably be expected 4.3, or otherwise (A) seek in any manner to require public disclosure of such communicationsobtain any waiver, discussions consent under, or proposals by the Companyamendment of, any Securityholder provision of this Agreement or any other Person; (CB) taking bring any action necessary or otherwise act to comply contest the validity or enforceability of Section 4.1, 4.2 or 4.3 or seek a release from the restrictions or obligations contained in Section 4.1, 4.2 or 4.3; or (xi) enter into any discussions, negotiations, agreements or understandings with any applicable Law person or entity with respect to the foregoing, or advise, assist, encourage, support, provide financing to or seek to persuade others to take any action required by with respect to any Governmental Entity or any requirement of the New York Stock Exchangeforegoing, NASDAQ or any other national securities exchange on which the shares act in concert with others or as part of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer group (within the meaning of Rule 14d-2 under Section 13(d)(3) of the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IVforegoing. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company).

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from From and after the Closing Date until the Expiration earlier of (A) the two (2) year anniversary of the Closing Date and (B) the date the Stockholder’s employment as the Chief Executive Officer of the Company is terminated without “Cause” or for such “Good Reason” (each as defined in the Stockholder’s Employment Agreement) (the “Standstill Restricted GroupPeriod”), the Stockholder shall not, and the Stockholder shall cause each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”or Section 5.1(f)(iii): (i) acquire, purchase or offer cause to be purchased or otherwise acquire or agree to acquire, by purchase or otherwise, or direct any Person in the acquisition of record or acquire Beneficial Ownership of or economic exposure to, (A) any shares of Common Stock or any other Voting Securities, Common Stock Equivalents or Equity Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely in addition to result in the applicable Standstill Restricted Group subsequently acquiring Stockholder Shares (such Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant addition to the ▇▇▇▇▇ Act Warrants and Stockholder Shares, the Creditor Warrants“Excess Amount”) outstanding at such time (provided, the parties agree that it shall not be a breach of this Section 4.1(a)(i) if the Stockholder, together with his Affiliates, Beneficially Own the Excess Amount solely as a result of (I) share purchases, reverse share splits or other actions taken by the Company that, by reducing the number of shares outstanding (or issuing Voting Securities to the Stockholder Designee pursuant to the Company’s Director compensation plan), cause the Stockholder, together with his Affiliates, to Beneficially Own any Excess Amount, (II) shares purchased, acquired or Beneficially Owned by the Stockholder or any of his Affiliates in the ordinary course of business as a result of the acquisition of any portfolio company or other investment entity that owns any such shares at the time of such acquisition if such additional shares represent five percent (5%) or less of then outstanding Voting Securities or such purchase, acquisition or Beneficial Ownership is approved in advance by the Board; provided, that in any such case the Stockholder shall use his reasonable efforts following consummation of such purchase, acquisition or Beneficial Ownership to dispose of such additional Voting Securities on commercially reasonable terms subject to compliance with applicable securities Laws; provided further, that the Beneficial Ownership of the Stockholder, together with his Affiliates, does not restrict further increase thereafter, other than solely as a result of further corporate actions taken by the Company) or prohibit (AIII) the exercise Stockholder’s investment as a passive investor in a mutual fund or conversion other investment fund that owns shares of Common Stock Equivalents into Common Stock by any SecurityholderVoting Securities, or (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken other securities issued by the Company that reduces (other than any such securities purchased, acquired or Beneficially Owned by the total number Stockholder or any of shares his Affiliates in the ordinary course of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any business as a result of the acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging portfolio company or other derivative transaction entered into for investment entity that owns any such securities at the primary purpose time of managing risk with respect to existing holdings such acquisition if such other securities represent five percent (5%) or less of Voting Securities and not for the primary purpose then outstanding securities of acquiring such class, series or type or such purchase, acquisition or Beneficial Ownership is approved by the Board; provided, that in any such case the Stockholder shall use his reasonable efforts following consummation of additional Voting Securitiessuch purchase, acquisition or Beneficial Ownership to dispose of such other securities on commercially reasonable terms subject to compliance with applicable securities Laws); (ii) enter into propose, offer or participate in any commitment, agreement effort to acquire the Company or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement of its Subsidiaries or (B) preliminary, non-binding discussions that do not create any binding assets or enforceable obligation), including operations of the Company or any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transactionof its Subsidiaries; (iii) initiateinduce or attempt to induce any third party to propose, offer or participate inin any effort to acquire Beneficial Ownership of Voting Securities (other than the Stockholder Shares as and to the extent permitted in accordance with ARTICLE V); (iv) propose, seekoffer or participate in any hostile tender offer, advise exchange offer, merger, acquisition, share exchange or encourage other business combination or Change of Control transaction involving the Company or any Third Party of its Subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its Subsidiaries or any material portion of their businesses, provided that the Stockholder shall not be prohibited from tendering his shares of Stockholder Stock in any tender offer made by any party that is not the Stockholder or any of his Affiliates that is approved by the Board; (v) seek to call, request the call of, or call a special meeting of the stockholders of the Company (other than in his role as a Director or officer of the Company), or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (in each case other than as expressly set forth in Section 3.1), or seek the removal of any Director from the Board, or otherwise acting alone or in concert with others, seek to control or influence the governance or policies of the Company (other than in his role as a Director or officer of the Company); (vi) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or publicly support make or in any way participate in any “contested solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter (in each case other than in his role as a Director or officer of the Company), or become a participant in any contested solicitation for the election or removal of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of the voting obligations of the Stockholder pursuant to Section 4.3; (vii) make or issue or cause to be made or issued any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any proxy contest other Governmental Authority or any disclosure to any journalist, member of the media or securities analyst) (A) in support of any solicitation described in clause (vi) above (other than by voting its shares solicitations on behalf of, and approved by, the Board), (B) in support of Voting Securitiesany matter described in clause (v) above, (C) concerning any potential matter described in clause (iv) above or (D) negatively or disparagingly commenting about the Company or any tender offer of the Company’s Directors, officers, key employees, businesses, operations or exchange offer with respect to the Company not approved and affirmatively recommended by the Boardstrategic plans or strategic directions; (ivviii) form, join join, or in any other way participate in or act in concert as in, a “partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934with respect to the Voting Securities, or deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement (other than as amended (the “Exchange Act”)contemplated by this Agreement) or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than to a designated representative of the Company pursuant to a proxy or ▇▇▇▇▇ Act Warrantsconsent solicitation on behalf of the Board), except discussions other than solely with one or more Affiliates (other than portfolio or operating companies) of the Stockholder with respect to the Stockholder Shares or other Voting Securities acquired in compliance with clause (i) above or to the ordinary course extent such a group may be deemed to result with the Company or any of business with another Securityholder its Affiliates as a result of this Agreement (it being understood that the holding by persons or entities of Voting Securities in accounts or through funds not managed or controlled by the Stockholder or any Affiliate of the Stockholder shall not give rise to a violation of this clause (viii) solely by virtue of the fact that such Persons, in addition to holding such shares in such manner, are investors in funds and accounts managed by the Stockholder or any of his Affiliates and, in their capacity as such, are or may be deemed to be members of another Investor Group a “group” with the Stockholder within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Voting Securities; provided there does not exist as between such Persons, on the one hand, and the Stockholders or any of his Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that is not would otherwise be prohibited by the other provisions of this Section 4.1); (ix) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other Governmental Authority or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of Sections 4.1, 4.2 or 4.3, or otherwise (A) seek in any manner to obtain any waiver, consent under, or amendment of, any provision of this Agreement or (B) bring any action or otherwise act to contest the validity or enforceability of Sections 4.1, 4.2 or 4.3 or seek a release from the restrictions or obligations contained in Sections 4.1, 4.2 or 4.3; or (vx) (A) initiateenter into any discussions, call negotiations, agreements or understandings with any Person with respect to the foregoing, or advise, assist, encourage, support, provide financing to or seek to call (publicly or otherwise), a special meeting of stockholders or persuade others to take any action by the written consent with respect to any of the stockholdersforegoing, or act in concert with others or as part of a group (Bwithin the meaning of Section 13(d)(3) submit or present at of the Exchange Act) with respect to any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaignforegoing. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: limit (i) the Securityholders from: Stockholder and his Affiliates from (A) exercising their respective rights, performing their respective obligations or otherwise consummating the Merger or the transactions contemplated by this Agreement and the Merger Agreement, in each case in accordance with the terms hereof or thereof, (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such thereby, provided that the Stockholder and his controlled Affiliates shall otherwise remain subject to the provisions of this Section 4.1 in all respects during and following the completion of the Sales Process; , or (BC) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, with the Board or any of its members regarding any of the matters described in this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) Stockholder and his controlled Affiliates will not relieve pursue (or publicly disclose the Standstill Restricted Group existence of its obligations under Section 6.19 such discussions regarding) any such matters, or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director Stockholder Designee then serving as a director on the Board Director from acting as a director Director or exercising and performing his or her duties (fiduciary and otherwise) as a director Director in accordance with applicable Law, the Company’s Organizational Documents Documents, all codes and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors policies of the Company and all Laws, rules, regulations and codes of practice, in opposition each case as may be applicable and in effect from time to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Actiontime. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company).

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will not, and will cause their controlled Affiliates not to and will not cause or direct their other Affiliates to, from From and after the Closing Date until the Expiration Date for such date that Amberjack ceases to have the right to nominate any designees to the Board pursuant to Section 2.1 (the “Standstill Restricted GroupPeriod”), the Stockholders shall not, and the Stockholders shall cause each of their respective Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”):3.1: (i) acquire, or offer to acquire, or agree to acquire, by purchase directly or indirectly (whether beneficially, constructively or synthetically through any derivative, hedging or trading position or otherwise) any shares of Common Stock or other Voting Securities, unless (A) as a result of any stock split, stock dividend or direct any Person in distribution, subdivision, reorganization, reclassification, merger or similar capital transaction involving Equity Securities of the Company, (B) approved by Directors representing 80% of the entire Board (rounded down to the nearest whole number) or (C) after such acquisition the beneficial or record ownership of record or Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other Voting SecuritiesSecurities of the Company by the Stockholders does not exceed the Standstill Level; provided that no Stockholder shall be in breach of this Section 3.1(a)(i) as a result of the acquisition by any Amberjack Designee of any Equity Securities of the Company pursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to any Amberjack Designee, Common Stock Equivalents or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Equity Securities of the Company granted by the Company to any Amberjack Designee; (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the SEC promulgated under Section 14 of the Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements with respect to Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement case other than in a manner that is consistent with the Board’s recommendation or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty percent (30%) of the shares of Common Stock (including any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that ▇▇▇▇▇’s nomination rights under this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (ii) enter into any commitment, agreement or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary TransactionAgreement; (iii) initiatedeposit any Voting Securities into a voting trust or subject any Voting Securities to any voting agreement, participate inpooling arrangement or similar arrangement, seek, advise form or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to the Company or any proxy contest (other than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (iv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended group (the “Exchange Act”including a Group), with respect to Voting Securities or grant any proxy with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited other than to a Person designated by the Board or by and among Amberjack, the Principal Stockholders and their Permitted Transferees; (iv) make any public announcement with respect to, or submit a proposal for, or otherwise act alone or in concert with others to seek any change to management of the Company or the Board or propose, alone or in concert with others, any nominees for election to the Board other provisions than pursuant to its rights under the Charter, Section 2.1(a) or Section 2.1(e); (v) make any public announcement with respect to, or submit a proposal for, or offer of this Section 4.1(with or without conditions) or ask or request any other person to make such a proposal or offer of, or in any other way support, any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization or other extraordinary transaction of or involving the Company or any of its Subsidiaries or their securities or assets (unless such transaction is approved or affirmatively recommended by the Board); or (vvi) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or take any action that would reasonably be expected to cause or require the Company to make a public announcement regarding any actions prohibited by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaignthis Section 3.1(a). (b) This Section 4.1 3.1 shall not, in any way, prevent, restrict, encumber or limit: limit (i) the Securityholders from: Stockholders from (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process therefor and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such thereby, provided that the Stockholders shall otherwise remain subject to the provisions of this Section 3.1 in all respects during the completion of the Sales Process; , (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals to, with the Board or any of its members regarding any of the matters described in this Section 4.1; 3.1, provided that such communications, discussions the Stockholders will not pursue (or proposal does not and would not reasonably be expected to require public disclosure except as permitted by clause (C) below publicly disclose the existence of such communicationsdiscussions regarding) any such matters, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Applicable Law or any action required by any Governmental Entity Authority or any requirement of the New York Applicable Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director Amberjack Designee then serving as a director on the Board Director from acting as a director Director or exercising and performing his or her duties (fiduciary and otherwise) as a director Director in accordance with applicable Applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange Exchange, as applicable and as then in effect; , or (iii) any Transfer otherwise permitted by this Article IV. (c) Section 4.1. Notwithstanding anything to the contrary in this Section 4.1herein, the Standstill Period shall terminate if any person (i) a third party commences a tender offer (within the meaning of Rule 14d-2 under the Exchange Act) for at least 50% of the outstanding capital stock of the Company or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate commences a proxy contest, solicitation, or other campaign contest with respect to replace, remove or elect the election of any directors of the Company in opposition to and either (A) the Company’s recommended slate Board of directors (each Directors of the foregoing a “Hostile Action”)Company does not, nothing in Section 4(a) shall prohibit within 10 business days after the commencement of such offer or restrict any Securityholder or any member proxy contest, recommend against, as applicable, stockholders of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding tendering their shares in such Hostile Action; provided that offer or voting for directors proposed in such communications, discussions proxy contest or proposal does not and would not reasonably be expected to require public disclosure (B) at the time of commencement of such communicationstender offer or proxy contest, discussions or proposals by there are fewer than three Amberjack Designees serving on the Board of Directors of the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) a third party enters into an agreement with the Company contemplating the acquisition (by way of merger, tender offer or otherwise) of at least 50% of the outstanding capital stock of the Company or all or substantially all of the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company)assets.

Standstill Restrictions. (a) Without the prior written consent of the Company, each Securityholder party to this Agreement that is a member of an the Investor Group (such Persons, with respect to any Investor Group, but excluding any unaffiliated third party accounts managed by an Affiliate of such Investor, such Investor Group’s “Standstill Restricted Group”) will shall not, and will cause their controlled Affiliates shall not to and will not cause or direct their other Affiliates permit any of its subsidiaries to, from directly or indirectly, authorize or make a tender or exchange offer for, or purchase or otherwise acquire, or agree to acquire or obtain, directly or indirectly, beneficial ownership of any Voting Stock, if the effect of such acquisition would be to increase the number of shares of Voting Stock then beneficially owned by the Investor and after its subsidiaries to an amount representing more than forty percent (40%) of the Closing Date until the Expiration Date for such Standstill Restricted Group, except as expressly set forth in this Section 4.1 (the “Standstill Restrictions”): Total Voting Power; provided that (i) acquirethe issuance or -------- ownership of New Securities pursuant to Section 4.1, (ii) issuance of Common Stock or offer Preferred Stock pursuant to the Asset Purchase Agreement, (iii) issuance or agree to acquire, by purchase ownership of the Shares or otherwise, or direct any Person in the acquisition of record or Beneficial Ownership of or economic exposure to, any shares of Common Stock or any other Voting Securities, Common Preferred Stock Equivalents issuable or Equity Securities issued upon conversion of the CompanyShares which constitute Preferred Stock in accordance with the terms of the Certificate of Designation, and (iv) the ownership or engage exercise of any Rights in any swap or hedging transactions or other derivative agreements accordance with respect to the terms hereof, shall in no event be prohibited by the foregoing limitation; provided, further -------- ------- that until the Investor's percentage of the Total Voting Securities that would be reasonably likely to result in the applicable Standstill Restricted Group subsequently acquiring Beneficial Ownership of such Voting Securities, in each case, if such acquisition, offer, agreement or transaction, together with any shares of Common Stock, Voting Securities and swaps, hedging transactions and other derivatives with respect thereto then held by such Standstill Restricted Group, would result in such Standstill Restricted Group having Beneficial Ownership of more than thirty decreases below forty percent (3040%) of the Total Voting Power, except as set forth in (i) through (iv) above, the Investor shall not, and shall not permit any of its subsidiaries to, directly or indirectly, authorize or make a tender or exchange offer for, or purchase or otherwise acquire, or agree to acquire or obtain, directly or indirectly, beneficial ownership of any Voting Stock. (b) Notwithstanding the above, the Investor shall not be obligated to dispose of any shares of Common Voting Stock (including if the aggregate percentage ownership of the Investor is increased as a result of a Recapitalization of the Company or a repurchase of securities by the Company or any Common Stock issuable pursuant to the ▇▇▇▇▇ Act Warrants and the Creditor Warrants) outstanding at such time (provided, that this Section 4.1(a)(i) shall not restrict or prohibit (A) the exercise or conversion of Common Stock Equivalents into Common Stock by any Securityholder, (B) any increase in such Standstill Restricted Group’s percentage of Beneficial Ownership of Common Stock resulting solely from any other action taken by the Company that reduces the total number of shares of Common Stock outstanding (including any share repurchase, redemption or cancellation), (C) any acquisition of Common Stock or Voting Securities pursuant to any pro rata stock dividend, stock split, rights offering, recapitalization or similar transaction offered or made available to all holders of Common Stock on a pro rata basis, or (D) any bona fide hedging or other derivative transaction entered into for the primary purpose of managing risk with respect to existing holdings of Voting Securities and not for the primary purpose of acquiring Beneficial Ownership of additional Voting Securities); (ii) enter into any commitment, agreement or arrangement with any Third Party regarding an Extraordinary Transaction (other than (A) a customary confidentiality agreement or (B) preliminary, non-binding discussions that do not create any binding or enforceable obligation), including any club, partnership or joint-bid with any Third Party with respect to an Extraordinary Transaction; (iii) initiate, participate in, seek, advise or encourage any Third Party with respect to or publicly support any “contested solicitation” for the election or removal of directors with respect to its subsidiaries. If the Company or repurchases any proxy contest (other of its Voting Stock and such repurchases result in the Investor owning more than by voting its shares of Voting Securities) or any tender offer or exchange offer with respect to the Company not approved and affirmatively recommended by the Board; (iv) form, join or in any other way participate in or act in concert as a partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) percentage of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any Voting Securities or ▇▇▇▇▇ Act Warrants, except discussions in the ordinary course of business with another Securityholder or members of another Investor Group that is not prohibited by the other provisions of this Section 4.1; or (v) (A) initiate, call or seek to call (publicly or otherwise), a special meeting of stockholders or any action by the written consent of the stockholders, (B) submit or present at any annual or special meeting of stockholders any proposal (binding or non-binding) for consideration for action by stockholders; or (C) engage in a “withhold the vote” or similar campaign. (b) This Section 4.1 shall not, in any way, prevent, restrict, encumber or limit: (i) the Securityholders from: (A) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition Stock of the Company or any allowed under Section 5.1(a) at the effective time of its assets or operations by auction or other sales process following the Closing Date (each, a “Sales Process”), participating in such Sales Process in accordance with any procedures established by the Company with respect to such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated by such Sales Process; (B) engaging in confidential communications or discussions with, or submitting any non-public written proposals torepurchases, the Board or any of its members regarding any Investor shall not be obligated to divest itself of the matters described in Voting Stock to fall within the foregoing percentage limitation, but shall not acquire any additional Voting Stock unless such acquisition would otherwise be Permitted under this Section 4.1; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; (C) taking any action necessary to comply with any applicable Law or any action required by any Governmental Entity or any requirement of the New York Stock Exchange, NASDAQ or any other national securities exchange on which the shares of Common Stock are then listed (the “Applicable Stock Exchange”) or (D) if any Third Party commences a tender offer or exchange offer (within the meaning of Rule 14d-2 under the Exchange Act) with respect to the Company or any of its subsidiaries or enters into a definitive agreement with the Company or any of its subsidiaries for an Extraordinary Transaction, (1) communicating with the Company or any of its subsidiaries, its shareholders or any other Person regarding such transaction, (2) opposing such transaction, (3) making a competing proposal, either alone or in concert with others, with respect to an Extraordinary Transaction and consummating such Extraordinary Transaction in accordance with its terms (and if such transaction was available on substantially the same terms to all holders of Voting Securities (which may exclude the proposing Securityholder and its Standstill Restricted Group), then Section 4(a)(i) shall not apply to an acquisition of Voting Securities as part of the consummation of such transaction), (4) soliciting proxies or consents in opposition to such transaction, or in favor of such competing proposal, or (5) taking or refraining from taking such actions as are necessary or appropriate in order to proceed with, facilitate, engage in, finance, further or complete any of foregoing actions described in the foregoing subclauses (1) through (4); provided that the foregoing clause (D) (x) will not relieve the Standstill Restricted Group of its obligations under Section 6.19 or under any other obligations of confidentiality to the Company and its subsidiaries and (y) will not be deemed to require the Company to make any public disclosures; (ii) any Investor Director then serving as a director on the Board from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with applicable Law, the Company’s Organizational Documents and its related guidelines and any corporate governance guidelines and the rules of the Applicable Stock Exchange as then in effect; or (iii) any Transfer otherwise permitted by this Article IV. (c) Notwithstanding anything to the contrary in this Section 4.1, if any person or group other than any Securityholder or any of its Standstill Restricted Group initiates or publicly announces its intent to, or does initiate a proxy contest, solicitation, or other campaign to replace, remove or elect directors of the Company in opposition to the Company’s recommended slate of directors (each of the foregoing a “Hostile Action”), nothing in Section 4(a) shall prohibit or restrict any Securityholder or any member of its Standstill Restricted Group (who are at such time otherwise in compliance with Section 4(a) in all material respects) from: (i) communicating with the Company and/or its shareholders regarding such Hostile Action; provided that such communications, discussions or proposal does not and would not reasonably be expected to require public disclosure of such communications, discussions or proposals by the Company, any Securityholder or any other Person; and (ii) soliciting proxies or consents to oppose the Hostile Action; provided that no Securityholder or any other Standstill Restricted Group member shall be permitted to publicly propose any alternative slate of directors in response to any Hostile Action. (d) The Standstill Restrictions shall terminate automatically and cease to apply to any Securityholder in a Standstill Restricted Group, without further action of any Person, immediately upon the earlier of: (i) such Standstill Restricted Group’s Expiration Date or (ii) the Company’s material breach of this Agreement (and, if curable, the Company fails to cure such breach within ten (10) days of the date that such Securityholder provides written notice of such breach to the Company).