Common use of Standstill Clause in Contracts

Standstill. (a) The Investor covenants and agrees that, during the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. Recipient hereby agrees that for a period of one year from the date hereof (athe “Standstill Period”) Recipient and its affiliates will not (and neither Recipient nor its affiliates will assist, or provide or arrange financing to or for, others in order to), directly or indirectly, acting alone or in concert with others, unless specifically invited on an unsolicited basis in writing in advance by the Company: (i) acquire or agree, offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the assets or businesses of the Company or any securities issued by the Company, or any option or other right to acquire such ownership (including from a third party); (ii) seek or propose to influence or control the management or the policies of the Company or to obtain representation on the board of directors (or any committee thereof) of the Company, or solicit or participate in the solicitation of, any proxies or consents with respect to any securities of the Company; (iii) seek or propose to have called, or cause to be called, any meeting of stockholders of the Company; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (v) advise, assist, encourage, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing activities; (vi) propose or seek to propose any business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) seek to have the Company amend or waive any provision of this paragraph. Recipient agrees to advise the Company promptly of any inquiry or proposal made to it with respect to any of the foregoing. The Investor covenants and Recipient will not prohibit or in any way discourage any lenders or financial advisors from providing financing or advice to any other bidders or potential bidders except for one financial advisor that the Recipient retains. Recipient further agrees that, during the Standstill Period, neither it shall not, and it shall cause nor any of its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)affiliates will, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, take any initiative or other action with respect to the Company or any of the subsidiaries of the Company that could require the Company to make a public announcement regarding (i) such consent not initiative or other action, (ii) any of the activities, events or circumstances referred to be unreasonably withheld; in the preceding sentences of this paragraph, (iii) the possibility of the Transaction, any similar transaction or the pursuit of strategic alternatives or any strategic alternative by the Company or (iv) the possibility of Recipient or any other person acquiring Securities upon exercisecontrol of the Company whether by means of a business combination or otherwise. Recipient represents to the Company that as of the date of this Agreement, it, together with its affiliates, owns approximately 850,000 shares of common stock of the Company. The obligations set forth in this paragraph are referred to in this Agreement as the “Standstill”. Notwithstanding anything in the previous paragraph to the contrary, if, on or after the date of this Agreement, any person or group of persons (other than Recipient) enters into a definitive agreement with the Company providing for: (a) a merger, share exchange, business combination or similar extraordinary transaction as a result of which the persons possessing, immediately prior to the consummation of such transaction, beneficial ownership of the voting securities of the Company entitled to vote generally in elections of directors, would cease to possess, immediately after consummation of such transaction, beneficial ownership of voting securities entitling them to exercise at least fifty percent (50%) of the total voting power of all outstanding securities entitled to vote generally in elections of directors of the Company (or, if not the Company, the surviving person resulting from such transaction); (b) a sale, exchange or conversion lease of any Subject Securities in accordance with their respective terms; (iv) exercising any rights all or substantially all of the Investor assets of the Company and its subsidiaries (determined on a consolidated basis); or (c) the acquisition (by purchase, merger or otherwise) by any person (including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Purchase Agreement Exchange Act and the rules promulgated thereunder) of beneficial ownership of voting securities of the Company entitling that person to exercise fifty percent (50%) or more of the Closing Documents; total voting power of all outstanding securities entitled to vote generally in elections of directors of the Company (vthe transactions described in clauses (a), (b) acquiring Securities and (c) of this paragraph being each hereinafter referred to as a “Third-Party Agreement”); then, the Standstill shall not restrict the Recipient or its affiliates from making a private acquisition proposal solely to the Board of Directors of the Company; provided, however, that the Standstill again shall be fully applicable in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities prior paragraph upon the termination of the Third-Party Agreement. For purposes of this Agreement, “beneficial ownership” shall be determined in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection Rule 13d-3 under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorExchange Act.

Standstill. (a) The Until the date that is the earlier to occur of (i) the date that is five (5) years from the date of this Agreement, and (ii) the date that is one (1) year following the Phase One Effective Date (as defined in the Offtake Agreement), the Investor covenants and agrees that, during the Standstill Period, it shall will not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, alone or in concert with any other Personothers, without the prior written consent of Corporation or as otherwise expressly permitted under this Agreement: (i) effect, seek, offer or propose, or in any way advise or encourage any other Person to effect, seek, offer or propose (in each case, whether publicly or seek to effect otherwise): (A) any Change take-over bid, merger, amalgamation, plan of Control Transactionarrangement, including by entering into a support agreement reorganization or lock-up agreement in respect other business combination involving the Corporation or any of such a transactionits assets; (B) any recapitalization, provided that for greater certaintyrestructuring, the Investor and its Affiliates shall be permitted to tender toliquidation, vote in favour ofdissolution, and/or enter into a support agreement or lock-up agreement in respect disposition of a Change of Control Transaction supported by a majority material portion of the Boardassets or other extraordinary transaction with respect to the Corporation or any of its assets; (ii) solicit directly or indirectly make, or in any way participate in, any solicitation of proxies from Shareholders to vote, or form, join, support seek to advise or participate in a group influence any other Person with respect to solicit proxies from Shareholders with a view to replacing the members voting of any voting securities of the BoardCorporation; (iii) purchaseotherwise act in a manner to seek to control the management, offer Board or agree to purchase or negotiate to purchase any Securities or assets the policies of the Company, other than as contemplated Corporation beyond the board and committee representation provided in the Purchase Agreement or any Closing Document (as defined in the Purchase this Agreement), without the advance written authorization of the Board; (iv) advise enter into any arrangements, understandings or agreements, whether written or oral, with, or advise, finance, aide, encourage or act in concert with, any Person proposing other Persons in connection with any of the foregoing (including forming a "group" with any such Person); orforegoing; (v) make any public announcement of any intention to do or take any of the foregoing or take any action in furtherance that could require the Corporation to make a public announcement with respect to any of the foregoing; or (vi) attempt to induce any party not to make or conclude any proposal with respect to the Corporation by threatening or indicating that Investor may take any of the foregoing actions. (b) Notwithstanding Section 3.1(a)Investor will not, the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities alone or in concert with others, without the prior written consent of Corporation or as otherwise expressly permitted under this Agreement, Purchase any Equity Securities (i) until the Company; completion or termination of the Second Tranche Investment, and (ii) making a confidential proposal to the Board regarding any following completion or termination of the transactions or activities contemplated Second Tranche Investment, that would result in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure owning, or exercising control over, more than 20% of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the then outstanding Common Shares. (c) Notwithstanding the foregoing, the limitations and prohibitions set forth in this Section 3.1(a) 5.4 shall cease not apply to be any confidential offer or proposal made by the Investor or its Affiliates to the Board and shall no longer apply from the earliest of any force or effect: (i) as the date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of, or business combination with, the Corporation where the securityholders of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding Corporation would own less than 50% of the voting securities of the resulting or surviving entityCorporation, or (IIii) the date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assetsCorporation; or (Eiii) the Company seeking protection under date a third party enters into a definitive agreement to acquire, or acquires, "beneficial ownership" (as such term is defined in the Bankruptcy and Insolvency Securities Act (CanadaBritish Columbia), as amended) of more than 50% of the Companies' Creditors Arrangement Act voting securities of the Corporation. In the event that the proposed transaction in (Canada) or similar legislation; or i), (ii) if or (iii) is terminated, the Company is limitations and prohibitions set forth in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorSection 5.4 shall be reinstated.

Standstill. (a) The Unless otherwise pefrmitted by the provisions of this Section 5.1, for a period of eighteen (18) months from the date hereof, Investor covenants and agrees that, during the Standstill Period, it shall not, and it Investor shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided procure that for greater certainty, the Investor and its Affiliates shall be permitted to tender tonot, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority without the prior written approval of the Board; Board (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing including the members affirmative vote of each of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document STT Directors (as defined in the Purchase AgreementArticles) (acting consistently with their fiduciary duties)) or their Alternate Directors (as defined in the Articles), without directly or indirectly (whether acting alone, as a part of a group or otherwise in concert with others): (i) acquire, or enter into any agreement with any third party with respect to the advance written authorization acquisition of, additional Securities by Investor or its Affiliates (an “Acquisition Transaction”) that will result in Investor and its Affiliate beneficially owning, in the aggregate, more than six and 77,398/100,000 percent (6.77398%) of the Board; Company’s outstanding share capital (calculated on a fully-diluted basis), (ii) advise, assist, act as a financing source for or otherwise invest in any other Person for the purpose described in the immediately preceding clause (i), (iii) grant any proxy, consent or other authority to vote with respect to any matters or deposit any of the Subject Shares held by Investor in a voting trust or subject them to a voting agreement or other arrangement of similar effect, (iv) advise file with the Commission a proxy statement with respect to (x) an Acquisition Transaction or encourage (y) the election of directors who were not nominated by the nominating committee of the Company’s Board of Directors, (v) issue, or cause to be issued, any Person proposing public disclosure, statement or announcement (including the filing or furnishing of any document or report with the Commission or any other governmental agency) in support of or against any solicitation described in clause (iv), or (vi) publicly disclose any intention, plan or arrangement with respect to any of the foregoing (including forming a "group" foregoing. The Directors, when exercising their discretion in his/her approval or disapproval of any transaction proposed pursuant to this Section 5.1(a), shall comply with any such Person); or (v) make any public announcement or take any action their fiduciary duty and act in furtherance good faith in the best interest of the foregoingCompany in making such determination. (b) Notwithstanding Unless otherwise permitted by the provisions of this Section 3.1(a)5.1, for a period of eighteen (18) months from the date hereof, the Investor Company shall not, and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided shall procure that the Investor Group Companies shall not make any public disclosure of the making of or terms of such proposal not, except with the prior written consent of Investor, directly or indirectly (whether acting alone, as a part of a group or otherwise in concert with others): (i) acquire, or enter into any agreement with any third party with respect to the acquisition of, Investor Securities, (ii) advise, assist, act as a financing source for or otherwise invest in any other Person for the purpose described in the immediately preceding clause (i), or (iii) publicly disclose any intention, plan or arrangement with respect to any of the foregoing; provided, however, that the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or and any of its Affiliates, is permitted to hold or acquire Investor Securities that do not result in an intention to make an offer to aggregate ownership by the Company and its Affiliates of more than 4.99% of the outstanding amount of any class of publicly-listed securities (or any direct or indirect rights to acquire such securities) of CyrusOne Inc.; provided further that Investor, and any of its Affiliates Affiliates, is permitted to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of hold the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorSubject Shares.

Standstill. During the Standstill Period, each Stockholder agrees that such Stockholder shall not, and shall cause its Restricted Affiliates and its and their Representatives acting at its or their direction or on its or their behalf (asuch Stockholders, Restricted Affiliates and Representatives acting in such manner, being the “Restricted Persons”) not to, in each case, whether directly or indirectly, (i) acquire, agree to acquire, propose or offer to acquire, or facilitate the acquisition or ownership of, shares of Parent Common Stock, or Securities of Parent that are convertible, exchangeable or exercisable into shares of Parent Common Stock, other than as a result of any stock split, stock dividend or subdivision of shares of Parent Common Stock, (ii) deposit any Covered Parent Shares into a voting trust or similar Contract or subject any Covered Parent Shares to any voting agreement, pooling arrangement or similar arrangement or other Contract (other than solely between or among the Stockholders), or grant any proxy with respect to any Covered Parent Shares (other than (A) pursuant to Section 3.4 or (B) otherwise to Parent or a Person specified by Parent in a proxy card provided to stockholders of Parent by or on behalf of Parent), (iii) enter into, or agree, propose or offer to enter into, or facilitate any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving Parent or any of its Subsidiaries, (iv) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote, or advise or knowingly influence any Person with respect to the voting of, any Securities of Parent (other than to vote as recommended by the Parent Board), (v) call, or seek to call, a meeting of the stockholders of Parent or initiate any stockholder proposal for action by stockholders of Parent, (vi) form, join or in any way participate in a Group (as defined in Section 13d-3 of the Exchange Act) with respect to any Securities of Parent, (vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of Parent (provided, that this clause (vii) shall in no way limit the activities of the Stockholders Director taken in good faith solely at meetings of the Parent Board or any committee thereof), (viii) publicly disclose any intention, plan, arrangement or other Contract prohibited by, or inconsistent with, the foregoing or (ix) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements, or arrangements or other Contracts with any other Persons in connection with the foregoing. The Investor covenants and agrees Stockholders further agree that, during the Standstill Period, it the Stockholders shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender cause their respective Restricted Persons not to, vote in favour of, and/or enter into a support agreement directly or lock-up agreement in respect indirectly (a) request to Parent to amend or waive any provision of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing this Section 3.2 (including forming a "group" with any such Person); or this sentence) or (vb) make any public announcement or take any action in furtherance of that would reasonably be expected to require Parent to make a public announcement regarding the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation possibility of a statutory amalgamationbusiness combination, merger, arrangement, business combination merger or other statutory procedure involving the Company type of transaction or the Shares. (c) matter described in this Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for 3.2. For the avoidance of doubt, any shareholder who is acquiring voting notwithstanding anything to the contrary contained herein, at all times during the Standstill Period, the Stockholders agree that their aggregate Beneficial Ownership, on a fully diluted basis, of Parent Common Stock or securities of Parent that are convertible, exchangeable or exercisable into Parent Common Stock, shall not exceed the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorStockholder Ownership Limit.

Standstill. (a) The Investor covenants and Each of the Shareholders hereby agrees that, during from and after the Standstill Perioddate hereof until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement, it such Shareholder shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, unless (i) specifically requested by Parent or in concert with any other Person(ii) expressly contemplated by the terms of this Agreement or the Merger Agreement: (i) propose sell, transfer, tender, pledge, encumber, assign, hypothecate, distribute, grant, gift, encumber, assign or seek to effect otherwise dispose of (whether by merger, operation of Law or otherwise) (collectively, a “Transfer”), or enter into any Change of Control Transactioncontract, including by entering into option or other agreement with respect to, or consent to, a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certaintyTransfer of, the Investor and its Affiliates shall be permitted to tender torecord or beneficial ownership or both or voting power, vote in favour of, and/or enter into a support agreement of any or lock-up agreement in respect of a Change of Control Transaction supported by a majority all of the BoardShareholder Owned Shares; (ii) solicit proxies from Shareholders enter into any voting agreement, proxy, consent or formpower of attorney with respect to, joinor deposit into a voting trust, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the BoardShareholder Owned Shares; (iii) purchase, offer enter into any short sale with respect to the Common Stock or agree substantially identical property or enter into or acquire an offsetting derivative contract with respect to purchase the Shareholder Owned Shares or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Boardsubstantially identical property; (iv) advise or encourage any Person proposing transfer any of the foregoing (including forming a "group" with economic interest in the Shareholder Owned Shares or enter into any transaction that has such Person); oreffect; (v) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any assets of the Company or any subsidiary or division thereof; (vi) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any Person with respect to the voting of, any voting securities of the Company (including by making publicly known such Shareholder’s position on any matter presented to shareholders), other than to recommend that shareholders of the Company vote in favor of the Merger and the Merger Agreement; (vii) submit to the Company any shareholder proposal under Rule 14a-8 under the Exchange Act; (viii) make any public announcement with respect to, or take submit a proposal for, or offer of (with or without conditions) any action extraordinary transaction involving an acquisition of the Company’s securities or assets; (ix) form, join or in furtherance any way participate in a “group” (as defined in Section 13(d)(3) under the Exchange Act) in connection with any of the foregoing; (x) seek, in any way which may be reasonably likely to require, involve or trigger public disclosure of such request pursuant to applicable Law, to have any provision of this Section 3.1 amended, modified or waived; (xi) otherwise take, directly or indirectly, any actions with the purpose of avoiding or circumventing any provision of this Section 3.1 or which could reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting the consummation of the transactions contemplated by the Merger Agreement, including the Merger, or such Shareholder’s ability to perform its obligations under this Agreement. Notwithstanding the foregoing, the following Transfers are expressly permitted under this Agreement (each such Transfer, a "Permitted Transfer"): (i) a pledge of Shareholder Owned Shares required under any credit facility in existence on the date hereof if such transferee agrees in writing reasonably satisfactory to the Parent to be bound and subject to the terms and provisions of this Agreement, (ii) Transfers to a family member of a Shareholder (or to a trust for the benefit of a family member) or to a charitable organization if (x) the Shareholder retains voting control of the Shareholder Owned Shares so Transferred or (y) such transferee agrees in writing reasonably satisfactory to the Parent to be bound and subject to the terms and provisions of this Agreement, (iii) Transfers to a third party if the transferee agrees in writing reasonably satisfactory to the Parent to be bound and subject to the terms and provisions of this Agreement, and (iv) Transfers to the Company in such amounts as are necessary to satisfy the withholding taxes due in respect of settlement of stock options or stock grants. In the event that any Shareholder effects a Permitted Transfer (other than a Permitted Transfer described in clause (iv) of the immediately preceding sentence), including in connection with a Shareholder Owned Shares Proposal (subject to compliance with Section 3.3(b)), such Shareholder shall promptly (and in any event within 24 hours after consummation thereof) notify Parent of the consummation of such Permitted Transfer and the material details thereof, including the identity of the acquiror, the price, and the date of transfer, and shall provide evidence reasonably satisfactory to Parent that such Transfer is a Permitted Transfer (including providing, if required pursuant to the terms hereof, an agreement in writing reasonably satisfactory to the Parent that the transferee agrees to be bound and subject to the terms and provisions of this Agreement). (b) Notwithstanding Any Transfer in violation of Section 3.1(a), ) shall be void. Each Shareholder agrees to authorize and request the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of Company to notify the Company; (ii) making ’s transfer agent that there is a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company stop transfer order with respect to all of its Shareholder Owned Shares and that this Agreement places limits on the terms voting of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the its Shareholder Owned Shares. (c) Section 3.1(a) Prior to the termination of this Agreement in accordance with its terms, in the event that a Shareholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional shares of Company Common Stock or other voting interests with respect to the Company, such Shareholder shall cease to be notify Parent promptly of any force such acquisition. Such shares of Company Common Stock or effect: (i) as voting interests shall, without further action of the public announcement parties, be deemed Shareholder Owned Shares and subject to the provisions of this Agreement, and the number of shares of Company Common Stock held by such Shareholder set forth on Schedule A hereto will be deemed amended accordingly and such shares of Company Common Stock or public disclosure voting interests shall automatically become subject to the terms of this Agreement. (Ad) Prior to the commencement termination of a Credible Bidthis Agreement in accordance with its terms, each Shareholder agrees that it will not bring, commence, institute, maintain, prosecute, join or voluntarily aid any Action in law or in equity, in any court or before any Government, which alleges that the execution and delivery of the Merger Agreement by the Company, or an intention to undertake a Credible Bidthe approval of the Merger Agreement by the Company Board, for voting or equity securities breaches any fiduciary duty of the Company Board or any of its Affiliates; (B) any agreement, arrangement member thereof or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving which otherwise challenges the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorMerger Agreement.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Designee Period, it the Shareholder shall not, not and it shall cause its Affiliates not to, in without the prior written consent of the majority of the entire Board of Directors (excluding any mannerrepresentative or designee of the Shareholder), either directly or indirectlyindirectly (including in a manner wilfully designed to circumvent the following provisions), alone or in concert with any other Personothers: (i) propose in any manner: A. acquire, agree to acquire or seek make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless after giving effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, to the Investor Share Acquisition the Shareholder and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority would Beneficially Own less than 21.0% of the Boardoutstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report on Form 10-Q or annual report on Form 10-K, as filed with the SEC; (ii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies from Shareholders or form, join, support shareholder consents or participate be a participant in a group any such solicitation for the purpose of seeking to solicit proxies from Shareholders with a view control or influence the Board of Directors except pursuant to replacing the members of the Boardrights granted pursuant to Section 6 hereof; (iii) purchaseform, offer join or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated participate in the Purchase Agreement or any Closing Document (as defined a Group in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing connection with any of the foregoing (including forming other than a "group" with any such PersonGroup consisting of Shareholder and its Affiliates); or (viv) make any or cause Parent to make a public announcement or regarding any intention of the Shareholder to take an action which would be prohibited by any action in furtherance of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Shareholder Designee from exercising his/her fiduciary duties as a director. (b) Notwithstanding Section 3.1(a)anything to the contrary in this Agreement, the Investor any Transfers between Shareholder and its any Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal prohibited or subject to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it without the express prior written invitation or consent of the Board, each Investor shall not, and it shall cause its respective Affiliates and any representatives acting on such Investor’s or one of such Investor’s Affiliate’s behalf not to, in any manner, directly or indirectly, or in concert with any other Person: : (i) propose effect or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchaseseek, offer or agree propose (whether publicly or otherwise) to purchase effect, or negotiate participate in, facilitate or encourage any other Person to purchase effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, (A) any Securities acquisition of any voting securities (or assets beneficial ownership thereof), or rights or options to acquire any voting securities (including Company Common Stock and any voting debt securities) (or beneficial ownership thereof) (for the avoidance of the Companydoubt, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization an Investor’s exercise of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities Warrants in accordance with their respective terms; (iv) exercising ), or any rights assets, or businesses of the Investor under Company, (B) any tender offer or exchange offer, merger or other business combination involving the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms Company, any of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms assets of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the SharesSubsidiaries constituting a material portion of the consolidated assets of the Company and the Company’s Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company’s shareholders; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Company; (iii) otherwise act, alone or in concert with others, to seek representation on or to Control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (provided, that this clause (iii) shall in no way limit the activities of the Investor Designee taken in good faith solely in his or her capacity as a director of the Company); (iv) disclose or direct any Person to disclose, any intention, plan or arrangement inconsistent with the foregoing; or (v) advise, assist or encourage, or direct any Person to advise, assist or encourage any other Person in connection with any of the foregoing. Each Investor also agrees during such period not to request the Company to amend or waive any provision of this Section 2.2(a) (including this sentence). (b) The provisions of Section 2.2(a) shall not, in any manner, limit or prohibit (i) any actions, or the rights or authority of the Investor Designee acting in his or her capacity as a member of the Board or otherwise consistent with his or her fiduciary duties, (ii) the full participation of any Investor Designee in any Board (or Board committee, as applicable) discussions, deliberations, negotiations or determinations, or other actions or matters with respect to which any other members of the Board participate, regarding any Change of Control of the Company or any Acquisition Transaction, (iii) either Investor or any of such Investor’s Affiliates, or any of their respective representatives from communicating privately with the Company’s directors, officers or representatives so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (iv) Investor or any of its Affiliates’ acquisition or offering to acquire, directly or indirectly, any company or business unit that Beneficially Owns any securities of the Company; provided that, in the event the Investor or any of its Affiliates acquire Control of such company or business unit, the fair market value of such company or business unit’s Beneficial Ownership in the Company (at the time definitive agreements with respect to such acquisition are entered into) shall represent five percent (5%) or less of the total assets of such company or business unit; provided, further, that any Beneficial Ownership in the Company so acquired by Investor or any of its Affiliates shall be taken in account when determining the Ultimate Standstill Level (as defined below), (v) the activities of any Portfolio Company of any Investor; provided that such Portfolio Company is not acting at the direction of such Investor, (vi) any acquisition by either Investor, such Investor’s Affiliates or any of their respective representatives of any voting securities (or Beneficial Ownership thereof), or rights or options to acquire any voting securities (including Company Common Stock), or the exercise of any rights or options to acquire any voting securities (including Company Common Stock), that does not immediately following the consummation of any such transaction result, directly or indirectly (and taking into account any other Beneficial Ownership of Company Common Stock including pursuant to the foregoing clause (iv)), in (x) an aggregate Beneficial Ownership by PV and its Affiliates, collectively, of more than 17.74%, or, (y) an aggregate Beneficial Ownership by AF and its Affiliates, collectively, of more than 2.16%, (in each case of (x) and (y), taking into account, for purposes of such calculation, all Warrant Shares underlying the Warrants that are held by the applicable Investor and have not yet been exercised as of the date of determination, and as the percentages specified in the immediately preceding subsections (x) and (y) may be adjusted by mutual agreement between PV and AF for so long as the sum of such percentages do not exceed 19.9%) of the outstanding amount of any class of voting securities of Company Common Stock; provided, that notwithstanding anything to the contrary, nothing in this clause (vi) shall permit PV, AF and their respective Affiliates to Beneficially Own, in the aggregate, more than 19.9% of any voting securities or rights or options to acquire any voting securities of the Company (including Company Common Stock) (the “Ultimate Standstill Level”), or (vii) PV proposing to the Company, at any time after the date that is six (6) months after the Effective Time, that the Company consider increasing the size of the Board by one (1) director and nominating a second Investor Designee selected by PV (in addition to the Investor Designee pursuant to Section 1.1(b)) for election at the next annual meeting of stockholders of the Company at which directors of the Company are to be elected. Any such proposal made in compliance with clause (vii) of the preceding sentence shall be presented for consideration by the Board at the next regularly-scheduled meeting of the full Board. PV shall not have the right to designate the PV Observer (and any PV Observer then serving as such shall automatically cease to be a Board Observer and shall have no further rights as a Board Observer) for so long as two or more Investor Designees are directors of the Company. (c) Section 3.1(a) shall cease to be of any force or effect: Other than this Agreement, the Company will not (i) as of enter into any Contract, (ii) amend the public announcement Certificate or public disclosure of Bylaws or (Aiii) the commencement of a Credible Bidamend or adopt any policies, procedures, processes, codes, rules, standards and guidelines, in each case, which in any manner, either directly or an intention to undertake a Credible Bid, for voting or equity securities of the Company indirectly restrict either Investor or any of its Affiliates; (B) any agreementtheir respective Affiliates from acquiring, arrangement agreeing to acquire, proposing or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliatesoffering to acquire, or an intention to make an offer to facilitating the Company or any acquisition of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting Common Stock (including any derivative instruments thereof) not in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities excess of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorUltimate Standstill Level.

Standstill. (a) The Investor covenants and agrees that, during Section 4.1. During the Standstill Period, it the Shareholder shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, and shall cause its Representatives (to the extent acting on behalf of the Shareholder) and Group Members not, directly or in concert with any other Personindirectly, to, without the prior written consent of, or waiver by, the Company: (ia) propose subject to Section 4.2, acquire, offer or seek to effect acquire, agree to acquire or make a proposal (including any Change private proposal to the Company or the Board of Directors) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities or Voting Securities) or Derivative Instruments, of the Company or any Subsidiary or Affiliate of the Company or any successor to or Person in Control Transactionof the Company, or any securities (including by entering any Equity Securities or Voting Securities) or indebtedness convertible into a support agreement or lock-up agreement in respect of exchangeable for any such a transaction, securities or indebtedness; provided that the Shareholder may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Ordinary Share Equivalents (and any securities (including any Equity Securities or Voting Securities) convertible into or exchangeable for greater certaintyOrdinary Share Equivalents) and Derivative Instruments with respect to Ordinary Share Equivalents, if, immediately following such acquisition, the Investor collective Beneficial Ownership of Ordinary Share Equivalents of the Shareholder and its Affiliates shall be permitted Group Members, as a group, would not exceed the Standstill Level; (b) offer, or seek to tender toacquire, vote or participate in favour of, and/or enter into a support agreement or lock-up agreement in respect any acquisition of a Change of Control Transaction supported by a majority of the Boardconsolidated assets of the Company and its Subsidiaries, taken as a whole; (iic) solicit proxies from Shareholders conduct, fund or formotherwise become a participant in any “tender offer” (as such term is used in Regulation 14D under the Exchange Act or the Israeli Companies Law) involving Equity Securities, joinVoting Securities or any securities convertible into, support or participate exercisable or exchangeable for, Equity Securities or Voting Securities, in a group to solicit proxies from Shareholders with a view to replacing each case not approved by the members Board of the BoardDirectors; (iiid) purchase, offer otherwise act in concert with others to seek to control or agree to purchase influence the Board of Directors or negotiate to purchase any Securities or assets shareholders of the Company, other than as contemplated Company or its Subsidiaries or Affiliates; provided that nothing in this clause (d) shall preclude the Purchase Agreement Shareholder or any Closing Document its Representatives from engaging in discussions with the Company or its Representatives; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Purchase AgreementExchange Act) in (or in any way knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC and assuming for this purpose that the Company was subject to the proxy rules under Section 14 of the Exchange Act) (including, in each case, similar concepts under Israeli law, including submission of positions statements), without the advance written authorization or consent to vote any Voting Securities or any of the Boardvoting securities of any Subsidiaries or Affiliates of the Company (including through action by written consent), or otherwise knowingly advise or influence any Person with respect to the voting of any securities of the Company or its Subsidiaries or Affiliates; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (vf) make any public announcement with respect to, or take solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any action merger, consolidation, business combination, “tender offer” (as such term is used in furtherance Regulation 14D under the Exchange Act or the Israeli Companies Law), recapitalization, reorganization, purchase or license of a material portion of the foregoing. (b) Notwithstanding Section 3.1(a)assets, properties, securities or indebtedness of the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent Company or any Subsidiary or Affiliate of the Company; , or other similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of its securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (iiwhether written or oral) making a confidential proposal to the Board with any other Person regarding any of the transactions foregoing; (g) call or activities contemplated seek to call a meeting of shareholders of the Company or initiate any shareholder proposal or meeting agenda item for action of the Company’s shareholders, or seek election or appointment to or to place a representative on the Board of Directors or seek the removal of any director from the Board of Directors; (h) form, join, become a member or in Section 3.1(a), entering into discussions or negotiations any way participate in a Group (other than with the Board Shareholder, any of its Group Members or the Company any counterparty (other than a Prohibited Transferee) in connection with a Hedging Arrangement that complies with Section 2.1(c)(iv)) with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Subsidiaries or Affiliates; ; (Bi) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or understanding similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in respect each case, other than (i) with the Shareholder or any of its wholly owned Subsidiaries, (ii) as part of a mergerHedging Arrangement that complies with Section 2.1(c)(iv) or (iii) in accordance with Section 3.1); (j) make any proposal or disclose any plan, amalgamationor cause or authorize any of its and their directors, arrangementofficers, asset purchase employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (k) knowingly take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other business combination transaction involving Representatives to take any action on its or their behalf, that would reasonably be expected to require the Company or any of its AffiliatesSubsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a business combination, merger or an intention other type of transaction or matter described in this Section 4.1; (l) knowingly advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to make an offer any of the foregoing; or (m) directly or indirectly, contest the validity of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise). Section 4.2. The prohibition in Section 4.1(a) shall not apply to the Company activities of the Shareholder or any of its Affiliates to undertake such Group Members in connection with: (a) acquisitions made as a transactionresult of a stock split, which wouldstock dividend, if completedreorganization, result in recapitalization, reclassification, combination, exchange of shares or other like change approved or recommended by the Board of Directors; or (Ib) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company acquisitions made in connection with a transaction or series of related transactions in which the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company Shareholder or any of its material properties Group Members acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or assets; Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, (i) the Shareholder or such applicable Group Member, as the case may be, either (A) causes such entity to divest the Equity Securities, Voting Securities or Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (EB) divests the Company seeking protection under Equity Securities, Voting Securities or Derivative Instruments, or any other securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the Bankruptcy Shareholder and Insolvency Act (Canada)its Affiliates, in an amount so that the Companies' Creditors Arrangement Act (Canada) Shareholder and its Affiliates, together with such acquired business entity, shall not, acting alone or similar legislation; as part of a Group, directly or indirectly, Beneficially Own a number of Ordinary Share Equivalents in excess of the Standstill Level following such acquisition, and (ii) if prior to the Company is in material default disposition thereof, such Ordinary Share Equivalents or other Voting Securities remain subject to the terms of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorin all respects.

Standstill. From and after the date of the Closing, for so long as the Sponsor Shareholder Group beneficially owns more than five percent (a5%) The Investor covenants of the Company Shares then issued and agrees thatoutstanding, during the Standstill Period, it shall not, and it shall cause no Sponsor Shareholder nor any of its Affiliates not to, in any mannershall, directly or indirectly, or in concert with any other Person: (a) acquire, or offer or propose (whether publicly or otherwise and whether or not subject to conditions) to acquire, any economic interest in, any right to direct the voting or disposition of or any other right with respect to, any Company Securities (directly or by means of any Derivative Securities) other than as a result of (i) any share splits, share dividends or other distributions or recapitalizations or similar offerings made available by the Company to its shareholders, including rights offerings and distributions made generally to holders of Company Securities as a result of their ownership of Company Securities, including pursuant to a shareholder rights plan or similar plan or agreement, or (ii) the exercise (or exchange) of any rights distributed by the Company pursuant to clause (i) above; (b) enter into, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to enter into any Extraordinary Transaction, or offer to acquire the Company (whether pursuant to a tender offer, exchange offer or otherwise) or encourage, facilitate, join or assist (including providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder for the Company or any of its Subsidiaries with) any third party to do any of the foregoing; (c) engage in any solicitation of proxies or consents relating to the election of directors with respect to the Company, or agree or announce an intention to vote with or support any Person undertaking a solicitation, or seek to effect advise or influence any Change Person with respect to the voting of Control Transactionany Company Shares, including by entering into a support agreement or lock-up agreement other than any solicitation in respect furtherance of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority recommendation of the Board; (iid) solicit proxies from Shareholders or form, join, support or participate deposit any Company Securities in a group voting trust or subject any Company Securities to solicit proxies from Shareholders a voting agreement or other agreement or arrangement with a view respect to replacing the members voting of the Board; such Company Securities (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in this Agreement and the Purchase Agreement or any Closing Document (as defined in the Purchase AgreementTriton Voting Agreements), including, without the advance written authorization of the Board; (iv) advise or encourage limitation, lending any Company Securities to any Person proposing any for the purpose of the foregoing (including forming a "group" allowing such Person to vote such Company Securities in connection with any such Person); or (v) make any public announcement shareholder vote or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (iie) making submit shareholder proposals in respect of the Company or call special general meetings of the shareholders of the Company or provide to any third party a confidential proposal proxy, consent or requisition to call any meeting of shareholders; (f) form a “group” (as defined under the Board regarding Exchange Act), or otherwise act in concert, with any other Company shareholder in respect of the Company; (g) agree to take any of the transactions actions contemplated by the foregoing clauses (a) through (f); or (h) request any waiver of the restrictions set forth under this Section 4.01 or activities contemplated in the voting agreements provided under Section 3.1(a2.07(a), entering into discussions other than through a confidential waiver request submitted to the Chief Executive Officer of the Company or negotiations the Chairman, that the Sponsor Shareholder making such request, after consultation with legal counsel, would not reasonably expect to require (i) the Board or the Company with respect to the terms of any such proposalissue a public statement relating thereto, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and any public disclosure by such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorSponsor Shareholder relating thereto.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it the Purchasers, Warburg Pincus & Co., and Warburg Pincus Partners LLC, shall not, without the prior written consent of the Company or its Board of Directors: (a) acquire, offer, seek or propose to acquire, or agree to acquire, directly or indirectly (including acquiring beneficial ownership as defined in Rule 13d-3 under the Exchange Act), by purchase or otherwise, any Voting Stock of the Company or direct or indirect rights to acquire any Voting Stock of the Company, or of any successor to or person in control of the Company, or any assets of the Company or any Subsidiary or division of the Company or of any such successor or controlling person, provided, however, that the Purchasers, Warburg Pincus & Co., and it shall cause its Affiliates not toWarburg Pincus Partners LLC may acquire in one or more transactions an aggregate number of shares of Voting Stock equal to the Permitted Amount. (b) make, or in any mannerway participate, directly or indirectly, or in concert with any other Person: “solicitation” of “proxies” to vote (i) propose as such terms are used in the rules of the SEC), or seek to effect advise or influence any Change person or entity with respect to the voting of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority any Voting Stock of the BoardCompany (other than in such Purchaser’s Representatives’ capacities as a member of the Company’s Board of Directors in a manner consist with his or her fiduciary duties); (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (vc) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions) (including to the Company’s Board of Directors), any extraordinary transaction involving the Company or any of its securities or assets; (d) form, join or in any way participate in a 13D Group in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management or Board of Directors or policies of the Company, whether alone or in concert with others (other than in such Purchaser’s Representatives’ capacities as a member of the Company’s Board of Directors in a manner consistent with his or her fiduciary duties); (f) take any action in furtherance that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the foregoing.events described in clauses (a) through (e) above; (bg) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 3.1 in a manner that would require public disclosure; or (h) direct or instruct any of their respective Subsidiaries, Representatives or Affiliates to take any such action. Notwithstanding Section 3.1(a)the foregoing, if, at any time during the Investor and its Affiliates shall not be restricted from:Standstill Period, (i) acquiring Securities with any person or 13D Group (other than any person or 13D Group which includes the prior written consent Purchasers, their respective Subsidiaries or Representatives) acquires Beneficial Ownership of Voting Stock of the Company representing 40% or more of the then outstanding Voting Stock of the Company; (ii) making any person or 13D Group (other than any person or 13D Group which includes the Purchasers, their respective Subsidiaries or Representatives) announces or commences a confidential proposal tender or exchange offer to the Board regarding any acquire Voting Stock of the transactions Company which, if successful, would result in such person or activities contemplated in Section 3.1(a)13D Group owning, entering into discussions or negotiations when combined with the Board or any other Voting Stock of the Company with respect to the terms of any owned by such proposalperson or 13D Group, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure 50% or more of the making of or terms of such proposal except with the prior written consent then outstanding Voting Stock of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercisethe Company enters into, exchange or conversion of resolves to enter into, any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase sale or other business combination transaction involving pursuant to which the Company or any outstanding shares of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being Common Stock would be converted into cash or and/or securities and/or property of another person resulting in shareholders or 13D Group (excludingother than any person or 13D Group which includes the Purchasers, for their respective Subsidiaries or Representatives) or 50% or more of the outstanding shares of Common Stock as of immediately prior to such transaction would be owned by persons other than the then current holders of shares of Common Stock and any person or 13D Group which includes the Purchasers, their respective Subsidiaries or Representatives; then, except as otherwise provided herein, the Standstill Period shall be suspended and tolled during the pendency of any such event with respect to the Purchasers, their respective Subsidiaries and Representatives and the provisions of subparagraphs (a) through (g) shall not be applicable to the Purchasers, their respective Subsidiaries and Representatives during the pendency of any such event. For the avoidance of doubt, any shareholder who is acquiring voting securities the Standstill Period shall resume and be extended by an amount of time equal to the time during which such event was pending, and the provisions of subparagraphs (a) through (g) shall resume to be applicable to the Purchasers, their respective Subsidiaries and Representatives in the event that the provisions of (i) through (iii) cease to be applicable, such as, for example and without limitation, disposition of the Voting Stock of the Company as part to below 40% by the person or 13D Group, withdrawal of the transaction) holding less than 50% of tender or exchange offer by the voting securities of the resulting person or surviving entity13D Group, or (II) all or substantially all termination of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolutionmerger, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager sale or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorbusiness combination transaction.

Standstill. (a) The Investor covenants and agrees thatFrom the date of this Agreement until the Expiration Date or until such earlier time as the restrictions in this paragraph 9 terminate pursuant to the terms of this Agreement, during the Standstill Period, it each BW Party shall not, and it shall cause its Affiliates and Associates and their respective principals, directors, general partners, officers, employees, and agents and representatives acting on their behalf not to, in any manner, directly or indirectly, absent prior express written invitation or authorization on behalf of the Board: a) engage in any “solicitation” (as such term is defined under the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the “Exchange Act”)) of proxies or consents with respect to the election or removal of members of the Board or the board of directors of any Affiliate of the Company (an “Affiliate Board”) or any other matter or proposal 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 or consents; b) knowingly encourage, advise or knowingly influence any Third Party or knowingly assist any Third Party in so knowingly encouraging, advising or knowingly influencing any Third Party with respect to the giving or withholding of any proxy, consent or other authority to vote (other than such encouragement, advice or influence that is consistent with the Board’s or any Affiliate Board’s recommendation in connection with such matter); c) form, join or act in concert with any partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, with any entity or person unaffiliated with the BW Parties and with respect to any Voting Securities; d) make or in any way participate, directly or indirectly, in any tender offer, exchange offer, merger, consolidation, acquisition, business combination, sale of a division, sale of substantially all assets, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any of its subsidiaries or Affiliates or its or their securities or assets (each, an “Extraordinary Transaction”) (it being understood that the foregoing shall not restrict the BW Parties or any of its Affiliates or Associates from tendering (or failing to tender) shares, receiving payment or other consideration for shares, voting its shares “for” or “against” any Extraordinary Transaction, or otherwise participating in any such transaction on the same basis as other stockholders of the Company, or from participating in any such transaction that has been approved by the Board); (i) seek, alone or in concert with others, election or appointment to, or representation on, the Board or an Affiliate Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board or an Affiliate Board (except as otherwise permitted in this Agreement), (ii) seek, alone or in concert with others, or knowingly encourage any Person to seek, the removal of any member of the Board or an Affiliate Board, or (iii) request that, or knowingly encourage any Person to request that, the Company or an Affiliate of the Company call any meeting of such company’s stockholders, (iv) present any matter at any meeting of the Company’s or any of its Affiliates’ stockholders, or (v) conduct, or knowingly encourage any Person to conduct, a referendum of the Company’s or any of its Affiliate’s stockholders; f) make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) to the Company or any of its Affiliates; g) make any request for stock list materials or other Person:books and records of the Company or any of its Affiliates under the Maryland General Corporation Law, the laws of the jurisdiction of any such Affiliate’s organization or formation or other statutory or regulatory provisions providing for stockholder access to books and records; h) except as set forth herein, make any public proposal with respect to (i) propose any change in the number or seek to effect term of directors or the filling of any Change of Control Transactionvacancies on the Board or an Affiliate Board, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated material change in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities capitalization of the Company or any of its Affiliates; , (Biii) any agreementother material change in the Company’s or any of its Affiliate’s management, business or corporate structure, or (iv) any waiver, amendment or modification to the Company’s Charter or Bylaws or the governing documents of any of its Affiliates; i) enter into any negotiations, agreements or understandings with any Third Party to take any action that a BW Party is prohibited from taking pursuant to this paragraph 9; j) make, directly or indirectly, any proposal, either alone or in concert with others, to the Company, its Affiliates, the Board or an Affiliate Board that would reasonably be expected to require a public announcement inconsistent with the provisions of this paragraph 9; k) make any public request or submit any public proposal, directly or indirectly, to amend or waive the terms of this Agreement, in each case which would reasonably be expected to require a public announcement of such request or proposal; l) sell, offer or agree to sell, in each case, through swap, hedging or other derivative transactions, the securities of the Company or any rights decoupled from the underlying securities held by a BW Party to any Person; provided that, the foregoing restrictions in this paragraph 9(l) shall terminate automatically upon the liquidation of any joint venture contemplated by the JV Agreement, if not earlier terminated pursuant to the terms of this Agreement; m) enter into a voting trust, arrangement or understanding agreement or subject any securities of the Company to any voting trust, arrangement or agreement; or n) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company, its Affiliates or any of their respective current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this paragraph 9; provided, that the restrictions in this paragraph 9 shall terminate automatically on the earlier of (i) the Expiration Date and (ii) as a non-exclusive remedy for any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Director and otherwise constitute the Board in accordance with paragraph 1 or a failure to issue the Company Press Release in accordance with paragraph 8), upon ten (10) business days’ prior written notice by either of the BW Parties following any such material breach of this Agreement by the Company if such breach has not been cured within such notice period, provided that a BW Party is not in material breach of this Agreement at the time such notice is given (such periods contemplated by (i) and (ii), the “Restricted Period”); provided further, that the restrictions in this paragraph 9 shall not apply with respect to (x) the announcement by the Company of a mergerdefinitive agreement with respect to any Extraordinary Transaction that would directly or indirectly result in the acquisition of beneficial ownership by any person or group of more than 50% of the Voting Securities or all or substantially all of the Company’s assets, amalgamationor (y) the commencement of any tender or exchange offer (by a person other than a BW Party or their respective Affiliates) which, arrangementif consummated, asset purchase would constitute an Extraordinary Transaction that would directly or indirectly result in the acquisition of beneficial ownership by any person or group of more than 50% of the Voting Securities, where the Company files a Schedule 14D-9 (or any amendment thereto), other business combination transaction involving than a “stop, look and listen” communication by the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act, that does not recommend that the Company’s stockholders reject such tender or exchange offer. Nothing contained in this paragraph 9 shall prevent a BW Party from (i) privately communicating with the Company or the Board (so long as such private communication does not require public disclosure by the Company or a BW Party), and (ii) making any public or private statement or announcement with respect to an Extraordinary Transaction that is publicly announced by the Company or a Third Party. Nothing in this Agreement shall prevent (a) the Company from responding to such a BW Party statements described in clause (ii) of the preceding sentence, subject to the obligations of the Parties under paragraph 10, or (b) the Company or a BW Party from making any factual statement as required by applicable legal process, subpoena, or legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the Party from whom information is sought (so long as such request did not arise as a result of discretionary acts by a BW Party or any Affiliate of a BW Party or by the Company or any of its Affiliates, or an intention to make an offer as applicable). Notwithstanding anything to the Company contrary in this Agreement, nothing in this paragraph 9 shall prohibit or any of its Affiliates to undertake such restrict the New Director from exercising his or her rights and fiduciary duties as a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator director of the Company or any restrict his or her discussions solely among other members of its material properties the Board and/or management, advisors, representatives or assets; or (E) agents of the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorCompany.

Standstill. During the period beginning on the date of this Agreement and ending on the fiftieth (a50th) The Investor covenants and agrees thatanniversary of such date (such period, during the “Standstill Period”), it each Lakewood Party, without the prior written approval of Purchaser and of the board of trustees or directors of the applicable Covered Company contained in a resolution of such board, shall not, and it shall cause its each of their respective officers, directors, employees, Affiliates and associates not to, in take any mannerof the following actions, directly or indirectly, either alone or in concert with any one or more other Person:Person(s): (a) (i) make, initiate, propose or in any way participate or engage in, any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act) of any proxy, consent or other authority to vote any Covered Securities, (ii) make, initiate, propose or in any way encourage, cause or attempt to cause the making by any Person of, any shareholder or stockholder nomination or other proposal (whether pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise) or any other type of shareholder or stockholder referendum (binding or non-binding) with respect to any Covered Company, (iii) make, initiate, propose or in any way encourage, cause or attempt to cause the making by any Person of a request for or related to a request for a meeting or an action by written consent of shareholders or stockholders of any Covered Company, (iv) encourage, advise, influence or seek to effect advise or influence any Change Person with respect to the voting or consenting of Control Transaction(or the withholding of authority of or abstention from voting or consenting) any Covered Security, including by entering into publicly announcing or disclosing how any Lakewood Party or any other Person intends to vote or consent or cause to be voted or consented any Covered Security on any matter, (v) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in a support agreement Covered Company’s proxy card) for any meeting or lock-up agreement in respect action by written consent of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement shareholders or lock-up agreement in respect stockholders of a Change Covered Company or (vi) serve or agree to serve as a nominee of Control Transaction supported by any holder of Covered Securities to stand for election as a majority trustee or director of the Boardany Covered Company; (iib) solicit proxies from Shareholders or form, joinjoin or in any way participate in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act with respect to any Covered Security or otherwise support or participate in any effort by a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company third party with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights matters set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in this Section 4.2; (vii) participating , or deposit any Covered Security in rights offerings conducted by the Company; (viii) receiving stock dividends a voting trust or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares subject any Covered Security to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination voting agreement or other statutory procedure involving the Company or the Shares.arrangement of similar effect; (c) own, acquire, offer or propose to acquire, or agree to acquire (whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 3.1(a13(d) shall cease of the Exchange Act, or otherwise) any Covered Security or Derivative Security or enter into any Contract for or with respect to be of any force Derivative Security; (d) effect, cause, seek to effect or cause, propose (whether publicly or otherwise), participate in, make any public statement with respect to or in any way support or assist any other Person to effect: , cause, seek to effect or cause, propose or participate in, any (i) as of the public announcement tender offer or public disclosure of (A) the commencement of a Credible Bidexchange offer, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase acquisition or other business combination transaction involving the any Covered Company or any of its Affiliates, (ii) form of business combination, acquisition or an intention other similar transaction relating to make an offer a material amount of assets of any Covered Company or any Covered Company Securities, or (iii) form of restructuring, recapitalization or similar transaction with respect to the any Covered Company or any of its Affiliates Affiliates; (e) control, influence or seek to undertake such control or influence the management, board of directors or trustees (or analogous governing body), policies, governance or affairs of any Covered Company, including by seeking, proposing or supporting a transactionrequest for a waiver of, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubtexemption or similar action under, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement provision of any proceeding by organizational documents of any Covered Company; (f) institute, solicit, assist or join, as a party, any Proceeding against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the involving any Covered Company or any of its material properties current or assets; former directors, trustees, officers or agents in their capacity as such (Eincluding derivative actions) other than to enforce the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default provisions of this Agreement and Agreement; (g) enter into any Contract with, or advise, finance, assist or encourage, any other Person in connection with any of the foregoing as to any Covered Company, or make any investment in or enter into any Contract with, any other Person that engages, or offers or proposes to engage, in any of the foregoing as to any Covered Company; provided, however, that the Lakewood Parties may make an investment in a mutual fund or other collective investment entity, other than a Covered Company, which owns Covered Securities if their aggregate investment in such default continues for a period entity comprises less than five percent of 30 days after the Company receives written Notice voting power of the equity of such default from entity and the InvestorLakewood Parties do not influence or direct (or attempt to influence or direct) such entity’s ownership or voting of any Covered Securities; (h) make any public statement or disclosures or otherwise take, or solicit, cause or encourage others to take, any action inconsistent with any of the foregoing; (i) request or propose any amendment or waiver, or consider the amendment or waiver of, any provision set forth in this Section 4.2; or (j) either publicly or in any manner take any action that would be reasonably likely to lead to or require public disclosure of the types of matters set forth in this Section 4.2 by a Covered Company. ▇▇▇▇▇▇▇ shall not be in breach of this Section 4.2 as a result of a public company or future employer of which ▇▇▇▇▇▇▇ serves as a director, trustee, officer, member or employee taking any action described in clauses (a) through (j) so long as ▇▇▇▇▇▇▇ did not initiate, propose, encourage, or vote in favor of, such action.

Standstill. (a) The Investor covenants From and agrees thatafter the Closing, during except as provided in Section 3.3, or unless otherwise approved, or an exemption or waiver is otherwise approved, by the Standstill PeriodUnaffiliated Directors, it each A/N Party and each ▇▇▇ Party shall not, and it shall use reasonable best efforts to cause its Affiliates Representatives not to, in any manner, directly or indirectly, or in concert with any other Person: (ia) propose engage in any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under Exchange Act) or consents relating to the election of directors with respect to the Company, become a “participant” (as such term is defined under Regulation 14A under the Exchange Act) in any solicitation seeking to elect directors not nominated by the Board of Directors, or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to effect advise or influence any Change Person or 13D Group with respect to the voting of Control Transactionany Voting Securities, including by entering into a support agreement or lock-up agreement in each case, with respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Companythereto, other than as contemplated in (subject to Section 3.4) with respect to the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization election of the BoardInvestor Designees; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), deposit any Voting Securities in any voting trust or similar arrangement that would prevent or materially interfere with the Investor and Party’s right or ability to satisfy its Affiliates shall not be restricted from:obligations under this Agreement; (ic) acquiring Securities with propose any matter for submission to a vote of stockholders of the prior written consent Company or call or seek to call a meeting of the stockholders of the Company; (iid) making a confidential proposal to the Board regarding grant any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company proxies with respect to the terms any Voting Securities of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make to any public disclosure Person (other than to a designated representative of the making of or terms of such proposal except with the prior written consent Company pursuant to a proxy statement of the Company, such consent not to be unreasonably withheld); (iiie) acquiring form, join, knowingly encourage the formation of or engage in discussions relating to the formation of, or participate in a 13D Group with respect to Voting Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viiif) receiving stock dividends take any action, alone or similar distributions made in concert with others, or make any public statement not approved by the Company; (ix) provided that Board of Directors, in each case, to seek to control or influence the Investor has not breached Section 3.1(a)management, tendering Shares to a formal take-over bid for the Shares Board of Directors or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities policies of the Company or any of its Affiliates; Subsidiaries other than, in each case, through participation on the Board and the applicable committees pursuant to Sections 2.2 and 2.4 of this Agreement, respectively; (Bg) offer or propose to acquire or agree to acquire (or request permission to do so), whether by joining or participating in a 13D Group or otherwise, Beneficial Ownership of Voting Securities in excess of the Cap, except in accordance with Section 3.1; (h) enter into discussions, negotiations, arrangements or understandings with, or advise, assist or knowingly encourage any Person with respect to any of the actions prohibited by Section 3.1 or this Section 3.2; (i) publicly seek or publicly request permission to do any of the foregoing, publicly request to amend or waive any provision of this Section 3.2 (including this clause (i)), or publicly make or seek permission to make any public announcement with respect to any of the foregoing; (j) enter into any agreement, arrangement or understanding in with respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or to any of the foregoing; or (k) contest the validity or enforceability of the agreements contained in Section 3.1 or this Section 3.2 or seek a release of the restrictions contained in Section 3.1 or this Section 3.2 (whether by legal action or otherwise), other than in accordance with this Agreement; provided, however, that nothing contained in this Section 3.2 shall limit, restrict or prohibit any non-public discussions with or communications or proposals to management or the Board by the Investor Party, its Affiliates, controlled Affiliates or an intention Representatives relating to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorforegoing.

Standstill. (a) The Investor covenants and agrees thatFrom the date hereof through the Closing Date (or, during if this Agreement is terminated in accordance with its terms, for a period of 18 months from the Standstill Perioddate hereof), it shall notneither ZGNA or ZBI will, and it shall cause its Affiliates not towithout the prior consent of the Board: (i) acquire any of the Voting Stock or direct or indirect rights to acquire or sell Voting Stock of the Company other than the Option or the shares of Common Stock issuable upon exercise of the Option; (ii) make, or in any mannerway participate, directly or indirectly, or in concert with any other Person: "solicitation" of "proxies" to vote (i) propose as such terms are used in the rules under the Exchange Act), enter into any agreement to vote, or seek to effect agree with, advise or influence any Change person or entity with respect to the voting of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority any Voting Stock of the Board; Company (ii) solicit proxies from Shareholders or form, join, support or participate in a group except to solicit proxies from Shareholders with a view the extent necessary to replacing the members of have its three representatives on the Board); (iii) purchasemake any public announcement with respect to any transaction or proposed or contemplated transaction between the Company or any of its security holders and ZGNA or any of its Affiliates, offer including, without limitation, any tender or agree to purchase exchange offer, merger or negotiate to purchase any Securities other business combination or acquisition of a material portion of the assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise disclose any intention, plan or encourage any Person proposing arrangement regarding any of the foregoing matters referred to in clauses (including forming a "group" with any such Personi), (ii) or (iii); or (v) make any public announcement sell or take any action in furtherance otherwise transfer shares of Common Stock except pursuant to a transaction approved by the Board of Directors of the foregoingCompany. (b) Notwithstanding Section 3.1(a)For a period of five years from the Closing Date, neither ZGNA or ZBI will, without the Investor and its Affiliates shall not be restricted fromprior consent of the Board: (i) acquiring Securities with acquire more than 49% of the prior written consent Voting Stock or direct or indirect rights to acquire more than 49% of the Voting Stock of the Company; (ii) making a confidential proposal make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" to vote (as such terms are used in the Board regarding any of rules under the transactions or activities contemplated in Section 3.1(aExchange Act), entering enter into discussions any agreement to vote, or negotiations with the Board seek to agree with, advise or the Company influence any person or entity with respect to the terms voting of any such proposal, and entering into any agreement with Voting Stock of the Company providing for (except to the consummation of such proposal; provided that extent necessary to have its three representatives on the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheldBoard); (iii) acquiring Securities upon exercise, exchange or conversion of make any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement with respect to any transaction or public disclosure of (A) the commencement of a Credible Bid, proposed or an intention to undertake a Credible Bid, for voting or equity securities of contemplated transaction between the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company security holders and ZGNA or any of its Affiliates, including, without limitation, any tender or exchange offer, merger or other business combination or acquisition of a material portion of the assets of the Company; (iv) disclose any intention, plan or arrangement regarding any of the matters referred to in clauses (i), (ii) or (iii); or (v) except in an intention to make an offer underwritten transaction, sell or otherwise transfer such number of shares of Common Stock to the Company or any of its Affiliates to undertake such a transaction, public which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less greater than 501% of the voting securities outstanding shares of Common Stock in any two week period or 20% of weekly volume of the resulting or surviving entity, or Common Stock. (IIc) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for For a period of 30 days after the Company receives written Notice of such default 18 months from the InvestorClosing Date, neither ZGNA or ZBI will, without the prior consent of the Board, sell or otherwise dispose of its shares of Common Stock, other than a pledge in favor of ZGNA's lender pursuant to the credit agreement referred to in Section 8.7 and other than transfers by ZBI to ZGNA or an entity wholly owned by ZGNA.

Standstill. Except as required under this Agreement, during the period commencing on the date hereof and ending upon the termination of this Agreement (a) The Investor covenants and the “Standstill Period”), each of the Peerless Parties hereby agrees that, during without the Standstill Periodprior approval of the Board of Directors (as evidenced by a formal resolution adopted by the Board of Directors and recorded in its minutes), it or he shall not, and it or he shall cause its Affiliates their respective Affiliated Persons not to, directly or indirectly: (a) acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities; (b) solicit proxies, assist any other Person in any mannerway, directly or indirectly, in the solicitation of proxies, or otherwise become a “participant” in a “solicitation” or assist any “participant” in a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act, as in effect on the date of this Agreement) in opposition to any recommendation or proposal of the Board of Directors, or submit any proposal for the vote of stockholders of the Company (or any successor thereof) or recommend or request or induce or attempt to induce any other Person to take any such action, or seek to advise, encourage or influence any other Person with respect to the voting of Company Voting Securities (including, without limitation, by seeking written authorization or consent of holders of Company Voting Securities); (c) join in or in any other way participate in a pooling agreement, syndicate, voting trust or other Group with respect to Company Voting Securities or otherwise act in concert with any other Person, for the purpose of acquiring, holding, voting or disposing of Company Voting Securities; (d) take any action, alone or in concert with any other Person: , to (i) propose or seek to effect a change in control of the Company, its successors of any of their Affiliated Persons, (ii) seek to effect a Reorganization Transaction (other than the Merger) with respect to the Company, (iii) seek to effect any Change of Control Transaction, including by entering into a support agreement control or lock-up agreement in respect of such a transaction, provided that for greater certainty, influence over the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets management of the Company, other than as contemplated in the Purchase Agreement its successors or any Closing Document (as defined in of its Affiliated Persons, the Purchase Agreement), without Board of Directors or the advance written authorization policies of the Board; Company, its successor or any of its Affiliated Persons, (iv) advise advise, assist or encourage or finance (or assist or arrange financing to or for) any other Person proposing in connection with any of the foregoing matters restricted by, or to otherwise seek to circumvent the limitations of the provisions of, this Section 3 (including forming a "group" with any such Personaction described in clauses (i) through (iv) of this Section 3(d); or , a “Company Transaction Proposal”), (v) make publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that would result in a Company Transaction Proposal, (vi) initiate, request, induce, encourage or attempt to induce or give encouragement to any public announcement other Person to initiate, or take otherwise provide assistance to any action Person who has made or is contemplating making, any proposal that can reasonably be expected to result in furtherance a Company Transaction Proposal, or (vii) request a waiver, modification or amendment of any provisions of this Section 3; provided, however, that nothing in this Section 3 shall prohibit the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) Peerless Parties from making a confidential proposal to the Board regarding any Special Committee of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided Directors that the Investor shall not make any public disclosure of Peerless Parties reasonably believe constitutes a Superior Proposal (as defined in the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(aMerger Agreement), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants ▇▇▇▇▇ and agrees Purchaser agree that, during for a period of one year from the Standstill PeriodClosing Date, it shall notneither they nor any of their controlled “affiliates” (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), and it shall cause its Affiliates not but excluding any companies in which ▇▇▇▇▇ holds less than 25% of the outstanding equity or 25% of the board seats) will, or will assist or encourage others to, in any mannerwithout the prior written consent of Seller: (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in concert with Rule 13d-3 of the Securities Exchange Act of 1934 of any voting securities or direct or indirect rights or options to acquire any voting securities of Seller or any subsidiary thereof, or of any successor to or person in control of Seller, any of the assets or businesses of Seller or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other Person: obligations of Seller or any rights or options to acquire (iother than those currently owned) propose or seek to effect any Change of Control Transaction, such ownership (including by entering into from a support agreement or lock-up agreement in respect of such a transaction, third party) provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote foregoing will not prohibit ▇. ▇▇▇▇▇ & Co. Inc. from effecting unsolicited client transactions in favour of, and/or enter into a support agreement or lock-up agreement in respect securities of a Change of Control Transaction supported by a majority of the Board; Seller; (ii) solicit proxies from Shareholders seek or formpropose to influence or control the management or policies of Seller or to obtain representation on Seller’s Board of Directors, joinor solicit, support or participate in a group the solicitation of, any proxies or consents with respect to solicit proxies from Shareholders any securities of Seller, or make any public announcement with a view respect to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing or request permission to do any of the foregoing; (including forming a "group" with any such Person); or (viii) make any public announcement with respect to, or take submit a proposal for, or offer of (with or without conditions) any action in furtherance extraordinary transaction involving Seller or its securities or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing. , or otherwise form, join or in any way participate in a “group” (bas defined in Section 13(d)(3) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (iiExchange Act) making a confidential proposal to the Board regarding in connection with any of the transactions foregoing; (v) publicly seek or activities contemplated request permission or participate in Section 3.1(a), entering into discussions any effort to do any of the foregoing or negotiations with the Board make or the Company seek permission to make any public announcement with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposalforegoing; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company publicly request Seller or any of its Affiliates; (B) representatives, directly or indirectly, to amend or waive any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default provision of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorSection 4.15.

Standstill. Acquiror hereby acknowledges that, in consideration of the Company’s willingness to agree to the Non-Solicitation Period, unless otherwise agreed in writing by the Company, for a period commencing with the date of this letter agreement and expiring on September 28, 2008, Acquiror and its officers, directors, employees will not, and Acquiror will not authorize or permit any of its Representatives acting on behalf of Acquiror to, (a) The Investor covenants and agrees that, during publicly propose or publicly announce any intention to propose to the Standstill Period, it shall not, and it shall cause Company or any other person any transaction between Acquiror and/or its Affiliates not toand the Company and/or its security holders or involving any of the Company’s securities or security holders; (b) acquire or assist, advise or encourage any other persons in any manneracquiring, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities control of the Company or any of its Affiliatesthe Company’s securities, businesses or assets; (Bc) directly or indirectly, form, join or in any agreement, arrangement way participate in a third party “group” (or understanding in respect discuss with any third party the potential formation of a group) with respect to any potential acquisition or other strategic transaction involving all or a portion of the assets or securities of the Company; (d) make, or participate in, any “solicitation” of “proxies” to vote or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of any securities of the Company, or whether alone or in concert with others, to seek to control, change or influence the management, Board of Directors or policies of the Company, or nominate any person as a Director of the Company, or propose any matter to be voted upon by the stockholders of the Company; (e) request the Company (or any of its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (f) take any action that might require the Company to make a public announcement regarding a possible transaction; provided, however, that this paragraph (and all of the restrictions set forth in this paragraph) shall terminate immediately and automatically (without any action on the part of either party hereto) upon (i) the announcement or commencement by any person or “group” (within the meaning of Section 13(d) under the Exchange Act) of a tender or exchange offer to acquire shares of common stock of the Company which, if successful, would result in such person or “group” owning (when combined with any other shares of common stock of the Company owned by such person or “group”) more than fifty percent (50%) of the then outstanding shares of common stock of the Company, (ii) the announcement by the Company of any merger, amalgamation, arrangement, asset purchase sale or other business combination transaction involving pursuant to which (A) the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities common stock of the Company being would be converted into cash or securities cash, (B) the holders of another person resulting in shareholders (excluding, for the avoidance outstanding shares of doubt, any shareholder who is acquiring voting securities common stock of the Company immediately prior to such transaction would hold, as part of the transaction) holding a “group”, less than 50% of the voting securities outstanding shares of common stock of the surviving or resulting company or surviving entityother entity in such transaction, or (IIC) all or substantially substantial all of the Company's ’s assets being would be sold or otherwise transferred or conveyed to any person or group “group” (other than within the Investor); (Cmeaning of Section 13(d) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (CanadaExchange Act), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it the Purchasers, Warburg Pincus & Co., and Warburg Pincus Partners LLC, shall not, without the prior written consent of the Company or its Board of Directors: (a) acquire, offer, seek or propose to acquire, or agree to acquire, directly or indirectly (including acquiring beneficial ownership as defined in Rule 13d-3 under the Exchange Act), by purchase or otherwise, any Voting Stock of the Company or direct or indirect rights to acquire any Voting Stock of the Company, or of any successor to or person in control of the Company, or any assets of the Company or any Subsidiary or division of the Company or of any such successor or controlling person, provided, however, that the Purchasers, Warburg Pincus & Co., and it shall cause its Affiliates not toWarburg Pincus Partners LLC may acquire in one or more transactions an aggregate number of shares of Voting Stock equal to the Permitted Amount. (b) make, or in any mannerway participate, directly or indirectly, or in concert with any other Person: "solicitation" of "proxies" to vote (i) propose as such terms are used in the rules of the SEC), or seek to effect advise or influence any Change person or entity with respect to the voting of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority any Voting Stock of the BoardCompany (other than in such Purchaser's Representatives' capacities as a member of the Company's Board of Directors in a manner consist with his or her fiduciary duties); (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (vc) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions) (including to the Company's Board of Directors), any extraordinary transaction involving the Company or any of its securities or assets; (d) form, join or in any way participate in a 13D Group in connection with any of the foregoing; (e) otherwise act or seek to control or influence the management or Board of Directors or policies of the Company, whether alone or in concert with others (other than in such Purchaser's Representatives' capacities as a member of the Company's Board of Directors in a manner consistent with his or her fiduciary duties); (f) take any action in furtherance that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the foregoing.events described in clauses (a) through (e) above; (bg) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 3.1 in a manner that would require public disclosure; or (h) direct or instruct any of their respective Subsidiaries, Representatives or Affiliates to take any such action. Notwithstanding Section 3.1(a)the foregoing, if, at any time during the Investor and its Affiliates shall not be restricted from:Standstill Period, (i) acquiring Securities with any person or 13D Group (other than any person or 13D Group which includes the prior written consent Purchasers, their respective Subsidiaries or Representatives) acquires Beneficial Ownership of Voting Stock of the Company representing 40% or more of the then outstanding Voting Stock of the Company; (ii) making any person or 13D Group (other than any person or 13D Group which includes the Purchasers, their respective Subsidiaries or Representatives) announces or commences a confidential proposal tender or exchange offer to the Board regarding any acquire Voting Stock of the transactions Company which, if successful, would result in such person or activities contemplated in Section 3.1(a)13D Group owning, entering into discussions or negotiations when combined with the Board or any other Voting Stock of the Company with respect to the terms of any owned by such proposalperson or 13D Group, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure 50% or more of the making of or terms of such proposal except with the prior written consent then outstanding Voting Stock of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercisethe Company enters into, exchange or conversion of resolves to enter into, any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase sale or other business combination transaction involving pursuant to which the Company or any outstanding shares of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being Common Stock would be converted into cash or and/or securities and/or property of another person resulting in shareholders or 13D Group (excludingother than any person or 13D Group which includes the Purchasers, for their respective Subsidiaries or Representatives) or 50% or more of the outstanding shares of Common Stock as of immediately prior to such transaction would be owned by persons other than the then current holders of shares of Common Stock and any person or 13D Group which includes the Purchasers, their respective Subsidiaries or Representatives; then, except as otherwise provided herein, the Standstill Period shall be suspended and tolled during the pendency of any such event with respect to the Purchasers, their respective Subsidiaries and Representatives and the provisions of subparagraphs (a) through (g) shall not be applicable to the Purchasers, their respective Subsidiaries and Representatives during the pendency of any such event. For the avoidance of doubt, any shareholder who is acquiring voting securities the Standstill Period shall resume and be extended by an amount of time equal to the time during which such event was pending, and the provisions of subparagraphs (a) through (g) shall resume to be applicable to the Purchasers, their respective Subsidiaries and Representatives in the event that the provisions of (i) through (iii) cease to be applicable, such as, for example and without limitation, disposition of the Voting Stock of the Company as part to below 40% by the person or 13D Group, withdrawal of the transaction) holding less than 50% of tender or exchange offer by the voting securities of the resulting person or surviving entity13D Group, or (II) all or substantially all termination of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolutionmerger, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager sale or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorbusiness combination transaction.

Standstill. (a) The Investor covenants Each of ▇▇▇▇▇▇▇ and ECI agrees thatthat for a period of ten years after the Closing Date, during he or it, as the Standstill Periodcase may be, it shall not, and it shall cause its not permit his or its, as the case may be, Controlled Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)below) to, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld;duly authorized by its Board of Directors: (iiii) acquiring Securities upon exercise, exchange or conversion be the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of any Subject Securities in accordance with their respective terms; (iv) exercising any rights greater than 5% of the Investor under the Purchase Agreement or the Closing Documents; outstanding Voting Securities (vas defined below) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Company; or offer or agree to purchase any Voting Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by Company if, after giving effect to such purchase, he or it, as the case may be, would be the beneficial owner of greater than 5% of the outstanding Voting Securities of the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (xii) disposing make, or in any way participate in, any "solicitation" of Shares by operation "proxies" (as such terms are defined in Rule 14a-1 under the Exchange Act) with respect to Voting Securities of the Company; become a participant in any "election contest" (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the Company; seek to advise or influence any person with respect to the voting of any Voting Securities of the Company; execute any written consent in lieu of a statutory amalgamationmeeting of holders of any class or series of Voting Securities of the Company; or initiate, merger, arrangement, business combination propose or other statutory procedure involving otherwise solicit holders of Voting Securities of the Company for the approval or rejection of a proposal for a vote of holders of Voting Securities of the SharesCompany. (b) Each of Prior and the Company agrees that for a period of ten years after the Closing Date, he or it, as the case may be, shall not, and shall not permit his or its, as the case may be, Controlled Affiliates (as defined below) to, without the prior written consent of ECI, duly authorized by its Board of Directors: (i) be the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of greater than 5% of the outstanding Voting Securities (as defined below) of ECI; or offer or agree to purchase any Voting Securities of ECI if, after giving effect to such purchase, he or it, as the case may be, would be the beneficial owner of greater than 5% of the outstanding Voting Securities of ECI; or (ii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under the Exchange Act) with respect to Voting Securities of ECI; become a participant in any "election contest" (within the meaning of Rule 14a-11 of the Exchange Act) with respect to ECI; seek to advise or influence any person with respect to the voting of any Voting Securities of ECI; execute any written consent in lieu of a meeting of holders of any class or series of Voting Securities of ECI; or initiate, propose or otherwise solicit holders of Voting Securities of ECI for the approval or rejection of a proposal for a vote of holders of Voting Securities of ECI. (c) As used in this Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada)3.02, the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if following terms have the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.meanings assigned to them below:

Standstill. (a) The Investor covenants and agrees that, during the Standstill Period, it shall not, and it shall cause its Affiliates not to, Except as provided in any manner, directly or indirectlySection 3.3, or in concert with any other Person: (i) propose unless this Agreement is terminated pursuant to Article V, or seek to effect any Change of Control Transactionunless otherwise approved, including by entering into a support agreement or lock-up agreement in respect of such a transactionan exemption or waiver is otherwise approved, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board;Other Directors, the Investor will not, and will cause each of its controlled Affiliates not to, and will use reasonable best efforts to cause its Representatives not to, directly or indirectly: (iia) solicit proxies from Shareholders engage in any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under Exchange Act) or form, join, support or participate in a group consents relating to solicit proxies from Shareholders the election of directors with a view respect to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, become a “participant” (as such term is defined under Regulation 14A under the Exchange Act) in any solicitation seeking to elect directors not nominated by the Board of Directors, or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to advise or influence any Person or 13D Group with respect to the voting of any Voting Securities, in each case, with respect thereto, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the BoardInvestor Designees; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), deposit any Voting Securities in any voting trust or similar arrangement that would prevent or materially interfere with the Investor and Investor's right or ability to satisfy its Affiliates shall not be restricted from:obligations under this Agreement; (ic) acquiring Securities with propose any matter for submission to a vote of shareholders of the prior written consent Company or call or seek to call a meeting of the shareholders of the Company; (iid) making a confidential proposal to the Board regarding grant any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company proxies with respect to the terms any Voting Securities of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make to any public disclosure Person (other than to a designated representative of the making of or terms of such proposal except with the prior written consent Company pursuant to a proxy statement of the Company, such consent not to be unreasonably withheld); (iiie) acquiring form, join, encourage the formation of or engage in discussions relating to the formation of, or participate in a 13D Group with respect to Voting Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viiif) receiving stock dividends take any action, alone or similar distributions made in concert with others, or make any public statement not approved by the Company; (ix) provided that Board of Directors, in each case, to seek to control or influence the Investor has not breached Section 3.1(a)management, tendering Shares to a formal take-over bid for the Shares Board of Directors or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities policies of the Company or any of its Affiliates; Subsidiaries other than, in each case, through participation on the Board and the applicable committees pursuant to Section 2.1 and 2.3 of this Agreement, respectively; (Bg) offer or propose to acquire or agree to acquire (or request permission to do so), whether by joining or participating in a 13D Group or otherwise, Beneficial Ownership of Voting Securities in excess of the Cap, except in accordance with Section 3.1; (h) enter into discussions, negotiations, arrangements or understandings with, or advise, assist or encourage any Person with respect to any of the actions prohibited by Section 3.1 or this Section 3.2; (i) publicly seek or publicly request permission to do any of the foregoing, publicly request to amend or waive any provision of this Section 3.2 (including this clause (i)), or publicly make or seek permission to make any public announcement with respect to any of the foregoing; (j) enter into any agreement, arrangement or understanding in with respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or to any of the foregoing; or (k) contest the validity or enforceability of the agreements contained in Section 3.1 or this Section 3.2 or seek a release of the restrictions contained in Section 3.1 or this Section 3.2 (whether by legal action or otherwise), other than in accordance with this Agreement; provided, however, that nothing contained in this Section 3.2 shall limit, restrict or prohibit any non-public discussions with or communications or proposals to management or the Board by the Investor, its Affiliates, controlled Affiliates or an intention Representatives relating to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorforegoing.

Standstill. (a) The Investor covenants and Healtheon/WebMD agrees that, during for a period of 1 year from the Standstill Perioddate of this Agreement, it shall not, and it shall cause neither Healtheon/WebMD nor any of its Affiliates not towill: (i) acquire, in any manneroffer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of Quintiles or any of its Subsidiaries, or of any successor to or person in control of Quintiles, or any assets of Quintiles or any of its Subsidiaries or divisions (other than the transactions contemplated herein) or of any such successor or controlling person; (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 Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Quintiles; (iii) deposit any voting securities of Quintiles or any of its Subsidiaries in a voting trust or subject any voting securities of Quintiles or any of its Subsidiaries to any arrangement or agreement with respect to the voting of such voting securities; (iv) join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person: (i) propose person, for the purpose of acquiring, holding, voting or seek to effect any Change disposing of Control Transaction, including by entering into a support agreement or lock-up agreement in respect voting securities of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement Quintiles or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person)its Subsidiaries; or (v) make any public announcement with respect to, or take submit a proposal for, or offer of (with or without conditions) any action extraordinary transaction involving Quintiles or its securities or assets (other than the transactions contemplated herein); or (vi) form, join or in furtherance any way participate in a "group" (as defined in Section 13(d)(3) of the 1934 ▇▇▇) ▇▇ connection with any of the foregoing. Healtheon/WebMD will promptly advise Quintiles of any inquiry or proposal made to Healtheon/WebMD with respect to any of the foregoing. Notwithstanding anything to the contrary stated herein, Healtheon/WebMD shall not be prohibited by this Section 8.15(a) from contacting the Chief Executive Officer, the Board of Directors of Quintiles or any member of the Board of Directors of Quintiles to request a waiver of any of the foregoing; provided, however, that the waiver of any of the foregoing must be executed by an executive officer of Quintiles duly authorized by the Board of Directors of Quintiles. (b) Notwithstanding Section 3.1(a)Quintiles agrees that, for a period of 1 year from the Investor and date of this Agreement, neither Quintiles nor any of its Affiliates shall not be restricted from: will: (i) acquiring Securities with acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of Healtheon/WebMD or any of its Subsidiaries, or of any successor to or person in control of Healtheon/WebMD, or any assets of Healtheon/WebMD or any of its Subsidiaries or divisions (other than the prior written consent transactions contemplated herein) or of the Company; any such successor or controlling person; (ii) making a confidential proposal to make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the Board regarding any rules of the transactions Securities and Exchange Commission) to vote, or activities contemplated in Section 3.1(a), entering into discussions seek to advise or negotiations with the Board influence any person or the Company entity with respect to the terms voting of, any voting securities of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposalHealtheon/WebMD; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of deposit any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company Healtheon/WebMD or any of its Affiliates; (B) Subsidiaries in a voting trust or subject any agreement, arrangement or understanding in respect voting securities of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company Healtheon/WebMD or any of its AffiliatesSubsidiaries to any arrangement or agreement with respect to the voting of such voting securities; (iv) join a partnership, limited partnership, syndicate or other group, or an intention to make an offer to otherwise act in concert with any other person, for the Company purpose of acquiring, holding, voting or disposing of voting securities of Healtheon/WebMD or any of its Affiliates to undertake such Subsidiaries; (v) make any public announcement with respect to, or submit a transactionproposal for, which would, if completed, result in or offer of (Iwith or without conditions) any class of outstanding voting extraordinary transaction involving Healtheon/WebMD or its securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investortransactions contemplated herein); or (Cvi) form, join or in any way participate in a "group" (as defined in Section 13(d)(3) of the commencement of any proceeding by or against the Company 1934 Act) in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization any of the Company; (D) the appointment foregoing. Quintiles will promptly advise Healtheon/WebMD of a trustee, receiver, manager any inquiry or other administrator proposal made to Quintiles with respect to any of the Company foregoing. Notwithstanding anything to the contrary stated herein, Quintiles shall not be prohibited by this Section 8.15(b) from contacting the Chief Executive Officer, the Board of Directors of Healtheon/WebMD or any member of its material properties or assetsthe Board of Directors of Healtheon/WebMD to request a waiver of any of the foregoing; or (E) provided, however, that the Company seeking protection under waiver of any of the Bankruptcy and Insolvency Act (Canada), foregoing must be executed by an executive officer of Healtheon/WebMD duly authorized by the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default Board of this Agreement and such default continues for a period Directors of 30 days after the Company receives written Notice of such default from the InvestorHealtheon/WebMD.

Standstill. (a) The Investor covenants and agrees thatExcept as otherwise expressly provided in this Agreement (including this Section 3.01, during Section 2.02 or Section 3.03) or as specifically approved by a majority of the Standstill PeriodIndependent Directors (so long as such approval was not obtained by Ciba in violation of this Agreement), it shall not, and it shall cause its Affiliates not to, in neither Ciba nor any mannerof Ciba's controlled affiliates shall, directly or indirectly, or in concert with any other Person: (i) by purchase or otherwise, acquire, agree to acquire or offer to acquire Beneficial Ownership of any Voting Securities or direct or indirect rights or options to Beneficially Own Voting Securities (including any voting trust certificates representing such securities), (ii) enter, propose to enter into, solicit or support any merger or business combination or similar transaction involving Hexcel or any of its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of Hexcel or any of its Subsidiaries (except (x) for purchases or acquisitions in the ordinary course of business and (y) for proposals to purchase or acquire a nonmaterial portion of the assets of Hexcel or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules promulgated by the SEC under the Exchange Act) to vote, or seek to effect advise or influence any Change Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of Control Transaction, including by entering into a support agreement or lock-up agreement in securityholders for such purposes with respect of such a transaction, provided that for greater certainty, to any matter other than those upon which Ciba and the Investor and its Affiliates shall be permitted to tender to, Ciba Entities may vote in favour oftheir sole discretion under Section 2.07 (or, and/or enter into as to such matters, solicit any Person in a support agreement or lock-up agreement in respect manner that would require the filing of a Change of Control Transaction supported by a majority proxy statement under Regulation 14A of the Board; Exchange Act), (iiiv) solicit proxies from Shareholders or form, join, support join or in any way participate in a group (other than a group consisting solely of Ciba and its affiliates) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to solicit proxies Voting Securities that would be required under Section 13(d) of the Exchange Act to file a Statement on Schedule 13D with respect to such Voting Securities, (v) deposit any Voting Securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement), (vi) seek representation on the Board, the removal of any directors from Shareholders with the Board or a view to replacing change in the members size or composition of the Board; , (iiivii) purchasemake any request to amend or waive any provision of this Section 3.01, offer which request would require public disclosure under applicable law, rule or agree to purchase regulation, (viii) disclose any intent, purpose, plan, arrangement or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of proposal inconsistent with the foregoing (including forming a "group" with any such Person); or (vintent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of any of the foregoing) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms that would require public disclosure of any such intent, purpose, plan, arrangement or proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that take any action challenging the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares validity or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as enforceability of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.foregoing or

Standstill. (a) The Investor covenants and agrees thatFor a period of twelve months following the date of this Agreement, during the Standstill Period, it Vendor shall not, without the prior written consent of the Purchaser, which consent may be given on such terms and it shall cause its Affiliates not to, conditions as the Purchaser may determine: (i) in any mannermanner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, any unissued or outstanding securities of the Corporation or propose or offer to enter into, directly or indirectly, any amalgamation, plan of arrangement, merger or business combination involving the Corporation and its Affiliates or to purchase, directly or indirectly, all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole; (ii) directly or indirectly “solicit” or participate or join with any person in the “solicitation” of any “proxies” (as such terms are defined in the Securities Act (Ontario)) to vote, or seek to influence any person with respect to the voting of, any voting securities of the Corporation; (iii) otherwise act alone or jointly or in concert with others to seek to control or to influence the management, the board of directors or policies of the Corporation; (iv) solicit, facilitate or encourage any transaction to acquire assets of the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other than a transaction by the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser; (v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to do any of the foregoing; or (vi) advise, assist, encourage or act jointly or in concert with any other Person: (i) propose or seek to effect person in connection with any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Companyforegoing, other than as contemplated in the Purchase Agreement Purchaser or any Closing Document (as defined of its Affiliates or any person acting jointly or in concert with the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoingPurchaser. (b) Notwithstanding For greater certainty, and notwithstanding anything else in Section 3.1(a6(a), the Investor and its Affiliates Section 6(a) shall not be restricted from: (i) acquiring Securities with apply to any investment fund or product managed by GCIC Ltd., the prior written consent manager of the Company; Vendor, (iithe “Manager”) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreementaffiliates, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) Vendor, unless such fund or product is managed by XXX, the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization lead portfolio manager of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorVendor.

Standstill. (a) The Investor covenants and agrees that, during Until the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)Termination Date, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company;Board, each member of the Bandera Group shall not, and shall cause its Affiliates and Associates (each as defined below) under its control not to, directly or indirectly: (a) (i) nominate or recommend for nomination a person for election at any Stockholder Meeting at which directors of the Board are to be elected (except as otherwise permitted by Section 1 of this Agreement); (ii) making a confidential proposal to the Board regarding initiate, encourage or participate in any solicitation of the transactions or activities contemplated proxies in Section 3.1(a), entering into discussions or negotiations with the Board or the Company respect of any election contest with respect to the terms Company’s directors; (iii) submit any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, encourage or participate in any solicitation of proxies in respect of any such proposalstockholder proposal for consideration at, and entering into or bring any agreement other business before, any Stockholder Meeting; or (v) initiate, encourage or participate in any “withhold” or similar campaign with the Company providing for the consummation respect to any Stockholder Meeting or any solicitation of such proposal; provided that the Investor shall not make any public disclosure written consents of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheldstockholders; (iiib) acquiring Securities upon exerciseform, exchange join or conversion in any way participate in any group (other than a group solely consisting of any Subject Securities in accordance with the members of the Bandera Group and their respective terms; (ivAffiliates and Associates) exercising with respect to any rights voting securities of the Investor under the Purchase Agreement Company in connection with any election or the Closing Documents; (v) acquiring Securities in accordance removal contest with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by respect to the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares ’s directors or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination stockholder proposal or other statutory procedure involving the Company or the Shares.business brought before any Stockholder Meeting; (c) deposit any Company voting securities in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof; (d) seek, alone or in concert with others, to amend any provision of the Company’s certificate of incorporation or bylaws; (e) demand an inspection of the Company’s books and records (other than under Section 3.1(a220(d) shall cease of the Delaware General Corporation Law solely in Gramm’s capacity as a director in a manner consistent with his fiduciary duties to be of the Company); (f) effect or seek to effect, offer or propose to effect, cause or participate in, or in any force way assist or effect: facilitate any other person to effect or seek, offer or propose to effect or participate in any (i) as material acquisition of the public announcement or public disclosure of (A) the commencement of a Credible Bidany securities, or an intention to undertake a Credible Bidany material assets or businesses, for voting or equity securities of the Company or any of its Affiliates; subsidiaries, (Bii) any agreementtender offer or exchange offer, arrangement or understanding in respect of a merger, amalgamationacquisition, arrangement, asset purchase share exchange or other business combination transaction involving any of the voting securities or any of the material assets or businesses of the Company or any of its Affiliatessubsidiaries; or (c) any recapitalization, restructuring, liquidation, dissolution or an intention to make an offer other extraordinary transaction with respect to the Company or any of its Affiliates to undertake such a transactionsubsidiaries or any material portion of its or their businesses; provided, which wouldhowever, if completed, result in (I) any class of outstanding voting securities that the members of the Company being converted Bandera Group and their Affiliates and Associates shall be permitted to (i) sell or tender their shares of Common Stock, and otherwise receive consideration, pursuant to any such transaction and (ii) vote on any such transaction in their sole discretion; (g) enter into cash any discussions, negotiations, agreements or securities of another person resulting in shareholders understandings with any Third Party (excludingas defined below) with respect to the foregoing, for the avoidance of doubt, or encourage or seek to persuade any shareholder who is acquiring voting securities Third Party to take any action with respect to any of the Company as part foregoing, or otherwise take or cause any action materially inconsistent with any of the transactionforegoing; or (h) holding less than 50% take any action challenging the validity or enforceability of the voting securities of the resulting this Section 3 or surviving entitythis Agreement, or (II) all publicly make or substantially all of the Company's assets being sold to in any person way advance publicly any request or group (other than the Investor); (C) the commencement of any proceeding by or against proposal that the Company or Board amend, modify or waive any provision of this Agreement. Notwithstanding the foregoing, nothing in connection with this Section 3 or elsewhere in this Agreement shall be deemed to (i) limit the dissolution, liquidation, winding up, bankruptcy or similar reorganization exercise in good faith by Gramm of the Company; (D) the appointment of his fiduciary duties solely in his capacity as a trustee, receiver, manager or other administrator director of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if prohibit the Company is in material default members of this Agreement the Bandera Group from communicating privately with the Company’s directors, officers and advisors so long as such default continues private communications would not be reasonably determined to trigger public disclosure obligations for a period of 30 days after the Company receives written Notice of such default from the Investorany Party.

Standstill. (a) The Investor covenants From the First Closing Date until the date on which the CD&R Designator is no longer entitled to designate a Director to the Board pursuant to Section 2.2, the CD&R Parties, the Purchaser and agrees that, during the Standstill Period, it CD&R Manager shall not, and it shall cause its Affiliates each other CD&R Entity or Affiliate of the Purchaser or the CD&R Manager not to, in shall use its reasonable best efforts to cause any mannerportfolio company of any CD&R Entity or Affiliate of the Purchaser or the CD&R Manager not to, and shall not knowingly direct, recommend or encourage any such portfolio company to knowingly, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change without the prior written approval of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by at least a majority of the BoardDirectors not designated by the CD&R Designator: (1) acquire, agree to acquire, propose or offer to acquire (including through any hedging or other similar transaction), Equity Securities or securities that are convertible or exchangeable into (or exercisable for), Equity Securities, other than as a result of (x) any stock split, stock dividend or subdivision of Equity Securities or (y) the exercise by the CD&R Parties of their preemptive rights pursuant to Section 2.6 below or (z) any Capitalization Issue in accordance with the Authorizing Resolutions or any conversion of the Preferred Shares pursuant to the Authorizing Resolutions; (ii2) solicit proxies from Shareholders transfer any Equity Securities into a voting trust or formsimilar contract or subject any Equity Securities to any voting agreement, joinpooling arrangement or similar arrangement (other than the Voting Agreement), support or participate grant any proxy with respect to any Equity Securities (other than to the Company or a person specified by the Company in a group proxy card provided to solicit proxies from Shareholders with a view to replacing the members shareholders of the BoardCompany by or on behalf of the Company); (iii3) purchaseenter, offer or agree to purchase enter, or negotiate publicly propose or offer to purchase enter into any Securities merger, business combination, sale of assets, recapitalization, restructuring or assets change in control transaction; (4) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in Section 14A of the Exchange Act and the regulations promulgated thereunder) to vote, or advise or knowingly influence any Person with respect to the voting of, any Equity Securities, other than on behalf of the Company or to effectuate the governance arrangements contemplated by the Transaction Documents; (5) call, or seek to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company, other than as to effectuate the governance arrangements contemplated by the Transaction Documents; (6) form, join or in the Purchase Agreement or any Closing Document way participate in a group (as defined in the Purchase Agreement), without the advance written authorization Section 13(d)(3) of the Board; (ivExchange Act) advise with respect to any Equity Securities, other than with First Reserve or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from:to the extent permitted by the Voting Agreement; (i) acquiring Transfer any Equity Securities with the prior written consent to any Person who or that is (or will become upon consummation of such sale, transfer or other disposition) a beneficial owner of 10% or more of the Company; Adjusted Ordinary Shares; or (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with without the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exerciseon any single day, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights Transfer more than 10% of the Investor under Adjusted Ordinary Shares through the Purchase Agreement or the Closing Documents; (v) acquiring Securities public markets, in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a)each case, tendering Shares other than pursuant to a formal take-over bid for the Shares or any similar transaction by an arm's length third partyunderwritten registered public offering; or (x8) publicly disclose any intention, plan, arrangement or other contract prohibited by the foregoing. (b) disposing The Purchaser, the CD&R Manager and the CD&R Parties shall not, shall cause each other CD&R Entity or Affiliate of Shares by operation the Purchaser or the CD&R Manager not to and shall use its reasonable best efforts to cause any portfolio company of any CD&R Entity or Affiliate of the Purchaser or the CD&R Manager not to knowingly, directly or indirectly, take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a statutory amalgamationbusiness combination, merger, arrangement, business combination sale of assets or other statutory procedure involving the Company type of transaction or the Sharesmatter described in Section 2.3(a). (c) For the avoidance of doubt, this Section 3.1(a2.3 shall in no way limit the ability of the Directors to act in their capacity as Directors, restrict any CD&R Entity from making private proposals to the Board, or limit the CD&R Parties’ ability to vote or Transfer (subject to Section 2.3(a)(7)) any Equity Securities. (d) The obligations of the Purchaser, the CD&R Manager and the CD&R Parties in this Section 2.3 shall cease to terminate and be of any force or effect: (i) as no further effect if the CD&R Parties no longer Beneficially Own at least 20% of the public announcement or public disclosure of Adjusted Ordinary Shares and (A1) the commencement of Company enters into a Credible Bid, or an intention definitive agreement with respect to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamationbusiness combination, arrangementor sale of all or substantially all of its direct and indirect assets, asset purchase recapitalization or other business combination transaction involving change of control transaction; (2) the Company or commences a process to solicit proposals with respect to any of its Affiliatesthe transactions described in clause (1) of this Section 2.3(d), or publicly approves or recommends any of the transactions described in clause (1) of this Section 2.3(d); or (3) a third party acquires, makes an offer to acquire, or makes a public announcement with respect to its intention to make an offer to acquire (whether by a merger, business combination, sale of assets, recapitalization, restructuring, tender or exchange offer, or otherwise) 20% or more of the Company Company’s assets, or any 20% or more of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting and the Board publicly recommends in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice favor of such default from the Investoracquisition.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it shall notexcept as provided in Clause 4.2, no Investor shall, and it each Investor shall cause its Affiliates not procure that no Affiliate of such Investor shall, directly or indirectly and either alone or together, by any manner acquire or seek to acquire (or agree to, offer to, accept an option or offer to, or enter into any discussions or agreements to, acquire), whether by purchase, contract or otherwise, any ownership interests or voting rights (or rights or options to acquire such interests or rights) in any mannerAY Voting Securities if the acquisition of the number of the voting rights attached to such AY Voting Securities by such Investor and/or any of its Affiliates, directly or indirectly, or when added to the number of the voting rights attached to all AY Voting Securities then held by such Investor and/or its Affiliates, in concert with any other Person: (i) propose or seek to effect any Change of Control Transactionthe aggregate, including by entering into a support agreement or lock-up agreement would result in respect of such a transaction, provided that for greater certainty, the Investor and and/or its Affiliates shall be permitted to tender toholding, vote directly or indirectly, in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority the aggregate more than the Standstill Percentage of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group total voting rights attached to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoingall then outstanding AY Voting Securities. (b) Notwithstanding Section 3.1(athe foregoing, any Investor Party may at any time acquire (and agree to, offer to, accept an option or offer to, or enter into any discussions or agreements to, acquire), the whether by purchase, contract or otherwise, from any other Investor and its Affiliates shall not be restricted from: Party any ownership interests or voting rights (or rights or options to acquire such interests or rights) in any AY Voting Securities, so long as (i) acquiring Securities with the prior written consent aggregate Percentage Interest of the Company; all Investor Parties, collectively, does not exceed forty-one and a half per cent (41.5%), except as provided in Clause 4.2, and (ii) making a confidential proposal promptly following such acquisition, the Investors deliver to the Board regarding Company written notice of any reallocation between them of the transactions or activities contemplated aggregate Standstill Percentage of forty-one and a half per cent (41.5%) as may be required such that no Investor Party is in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms violation of any such proposal, and entering into any agreement with the Company providing for the consummation Clause 4.1(a) as a result of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Sharesacquisition. (c) Section 3.1(a) In no case shall cease to be the existence of any force option or effect: (i) as agreement to acquire all or any portion of the public announcement or public disclosure of (A) the commencement of a Credible BidOption Shares, or an intention to undertake a Credible Bid, for voting or equity securities any discussion of any of the Company or any of its Affiliates; (B) any agreementforegoing, arrangement or understanding in respect of constitute a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default violation of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorAgreement.

Standstill. (a) The Investor covenants and agrees that, during the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities that would cause the Ownership Percentage to exceed 34%, or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.15.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.25.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; , (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (Iy) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (IIx) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); , (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; , (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; , or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. During the period commencing with the Effective Date and ending on the third anniversary of the Effective Date (the “Standstill Period”), the Executive will not, and will cause each of his Affiliates and Associates not to, directly or indirectly, in any manner, alone or in concert with others (in each case, except as approved by a resolution of the Board): (a) The Investor covenants acquire ownership (beneficial or otherwise) of more than 19 million shares of Common Stock (together with his Affiliates and agrees thatAssociates, in the aggregate during the Standstill Period) or rights or options to acquire such ownership; (b) propose or effect any tender or exchange offer, merger, consolidation, business combination, recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company or its subsidiaries; (c) (i) make or participate in any “solicitation” (as defined under the Exchange Act) of proxies or consents with respect to the election or removal of directors or any other proposal (including any “withhold,” “vote no” or similar campaign even if conducted as an exempt solicitation); (ii) seek or knowingly encourage election to or representation on the Board, or nominate or recommend the nomination of any candidate to the Board, or the removal of any member of the Board; or (iii) make any stockholder proposal; (d) publicly disclose (whether via social media platform or otherwise) any intention, plan or arrangement inconsistent with the foregoing; or (e) knowingly encourage or assist any other Person in undertaking any of the foregoing. In addition, during the Standstill Period, it shall notthe Executive agrees that he will, and it shall will cause its each of his Affiliates not and Associates to, appear in any manner, directly person or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets proxy at each meeting of the Company, other than as contemplated ’s stockholders and vote all Voting Securities beneficially owned by the Executive or such Affiliate or Associate (or which the Executive or such Affiliate or Associate has the right or ability to vote) at such meeting (a) in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization favor of the Board; (iv) advise or encourage any Person proposing any slate of directors recommended by the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. Board and (b) Notwithstanding Section 3.1(a), against the Investor election of any nominee for director not recommended and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to nominated by the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any for election at such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Sharesmeeting. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, the Investor agrees that it shall not, and it shall cause its Affiliates and Associates not to, directly or indirectly: (i) make any public announcement or proposal with respect to, or publicly offer or propose, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (C) any form of tender or exchange offer for shares of Common Stock or other Voting Securities, whether or not such transaction involves a Change of Control of the Company; it being understood that the foregoing shall not prohibit the Investor or its Affiliates or Associates from (x) acquiring Voting Securities, (y) selling or tendering their shares of Common Stock, and otherwise receiving consideration, pursuant to any such transaction or (z) voting on any such transaction in accordance with Section 3; (ii) engage in, or knowingly assist in the engagement in (including, but not limited to, engagement by use of or in coordination with a universal proxy card), any solicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any mannerother way, directly or indirectly, in any solicitation of proxies (or in concert written consents) with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour or from the holders of, and/or enter into any Voting Securities, or otherwise become a support agreement or lock-up agreement “participant” in respect a “solicitation,” as such terms are defined in Instruction 3 of a Change Item 4 of Control Transaction supported by a majority Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended, and with the rules and regulations thereunder (the “Exchange Act”), to vote any securities of the Board; Company (ii) solicit proxies from Shareholders including, but not limited to, by initiating, encouraging or formparticipating in any “withhold” or similar campaign), join, support or participate in each case other than in a group to solicit proxies from Shareholders manner that is consistent with a view to replacing the members of the Board’s recommendation on a matter or as otherwise permitted by Section 3; (iii) purchaseacquire or offer, offer seek, propose or agree to purchase acquire, whether by purchase, tender or negotiate to purchase exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, ownership (including beneficial ownership) of any Securities or assets securities of the Company, other than as contemplated in any direct or indirect rights or options to acquire any such securities, any rights decoupled from the Purchase Agreement underlying securities of the Company or any Closing Document (as defined derivative securities, or contracts or instruments in any way related to the Purchase Agreement)price of shares of Common Stock, without the advance written authorization or any assets or liabilities of the BoardCompany, such that the Investors hold, directly or indirectly, in excess of 9.9% of the then-outstanding shares of Common Stock of the Company; (iv) advise or knowingly encourage any Person proposing person with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company other than in a manner that is consistent with the Board’s recommendation on a matter or in connection with an Extraordinary Transaction; (v) other than in open market sale transactions where the identity of the purchaser is not known, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the Investor to any Third Party that would result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any, beneficial or other ownership interest representing in the aggregate in excess of 5.0% of the shares of Common Stock outstanding at such time; (vi) take any action in support of or make any proposal or request that constitutes or would result in: (A) advising, replacing or influencing any director or the management of the Company, including, but not limited to, any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Bylaws or the Articles of Incorporation, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act (in each case except as otherwise permitted by this Agreement); (vii) call or seek to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the Bylaws, including, but not limited to, a “town hall meeting”; (viii) deposit any shares of Common Stock or other Voting Securities in any voting trust or subject any shares of Common Stock or other Voting Securities to any arrangement or agreement with respect to the voting of any shares of Common Stock or Voting Securities (other than (A) any such voting trust, arrangement or agreement solely among the Investor and its Affiliates that is otherwise in accordance with this Agreement or (B) customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (ix) seek, or knowingly encourage or advise any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the election or removal of any directors; (x) form, join or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security; provided, however, that nothing herein shall limit the ability of an Affiliate of the Investor to join or in any way participate in the “group” currently in existence as of the Effective Date and comprising the Investor following the execution of this Agreement, so long as any such Affiliate agrees to be subject to, and bound by, the terms and conditions of this Agreement and, if required under the Exchange Act, files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that the Investor has formed a group with such Affiliate; (xi) demand a copy of the Company’s list of shareholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Iowa providing for shareholder access to books and records (including, but not limited to, lists of shareholders) of the Company; (xii) engage any private investigations firm or other person to investigate any of the foregoing Company’s directors or officers; (including forming xiii) disclose in a "group" manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to any such Person)of the Company’s directors or the Company’s management, policies, strategy, operations, financial results or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (xiv) make any request or submit any proposal to amend or waive the terms of this Section 7 other than through non-public communications with the Company that would not be reasonably likely to trigger public disclosure obligations for either Party; (xv) take any action challenging the validity or enforceability of any provisions in this Agreement; or (vxvi) make enter into any public announcement discussions, negotiations, agreements or understandings with any Third Party with respect to any action the Investor is prohibited from taking pursuant to this Section 7, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action in furtherance or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. (b) Notwithstanding anything contained in Section 3.1(a)7(a) or elsewhere in this Agreement, the Investor and its Affiliates shall not be prohibited or restricted from: : (i) acquiring Securities communicating privately with the prior written consent Board or any officer or director of the Company; Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications by either Party; (ii) making a confidential proposal any statement or taking any action to the Board regarding extent required by applicable law, rule or regulation or legal process, subpoena or legal requirement from any Governmental Authority with competent jurisdiction over the Investor or any national securities exchange designated as the primary market on which the Common Stock is listed for trading, provided, that a breach by the Investor of this Agreement is not the cause of the transactions applicable requirement; or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance communicating privately with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities shareholders of the Company or any of its Affiliates; (B) any agreementothers when such communication is not made with an intent to otherwise violate, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention and would not be reasonably expected to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubta violation of, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default provision of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorAgreement.

Standstill. (a) The Investor covenants and Each of the Stockholders agrees that, during from and after the Standstill Perioddate hereof, unless specifically invited in writing by an Independent Committee, neither it shall not, and it shall cause nor any of its Affiliates not to, or Associates will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in concert with any way assist any other PersonPerson to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms acquisition of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of securities (or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iiiBeneficial Ownership thereof) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; subsidiaries, (Bii) any agreementtender or exchange offer, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase merger or other business combination transaction involving the Company or any of its Affiliatessubsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or an intention to make an offer other extraordinary transaction with respect to the Company or any of its Affiliates to undertake such a transactionsubsidiaries, which would, if completed, result in or (Iiv) any class “solicitation” of outstanding “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company being converted into cash Company; (b) form, join or in any way participate in a “group” (as defined under the ▇▇▇▇ ▇▇▇) with respect to the securities of another person resulting the Company (other than with respect to a “group” existing on the date of this Agreement); (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the Company or its securities or assets; (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in shareholders (excludinga) above; or (e) enter into any agreements or arrangements with any third party with respect to any of the foregoing. Notwithstanding this provision, for a Stockholder may make a proposal to an Independent Committee with respect to any transaction described in paragraphs (a) or (c) above, so long as any such proposal is not publicly disclosed. Each Stockholder also agrees not to request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Article II (including this sentence) unless such request is not publicly disclosed. If at any time after the closing of the Issuer Transactions any Stockholder becomes aware that the Stockholder Group Beneficially Owns in the aggregate more than the Permitted Ownership Number, then the Stockholders shall promptly take all action necessary to reduce the amount of Voting Shares Beneficially Owned in the aggregate by such Persons to an amount not greater than the Permitted Ownership Number. If at any time after the closing of the Issuer Transactions the Stockholder Ownership Number shall be decreased, then the Permitted Ownership Number in effect immediately prior to such Transfer shall be reduced to such lower Stockholder Ownership Number. For the avoidance of doubt, any shareholder who is acquiring voting securities the Permitted Ownership Number shall only remain the same or be reduced for the term of this Agreement; it shall not be increased, except to the extent approved by an Independent Committee. For the avoidance of doubt, the restrictions contained in this Section II shall not apply to (i) actions taken by directors of the Company solely in their capacity as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all directors of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorIssuer Transactions or (iii) transactions pursuant to which Voting Shares may be Transferred pursuant to Section III(c) or Section III(d) hereof.

Standstill. (a) The Investor covenants Subject to Section 5.04(b), from the Closing Date until the second anniversary of the Closing Date (the “Standstill Period”), Seller shall not, and shall not permit any of its Subsidiaries (or any successor to Seller, whether by merger, consolidation, share exchange or other business combination transaction), directly or indirectly, to, without Buyer’s prior written consent, (i) acquire, agree to acquire, propose or offer to acquire, or facilitate the acquisition or ownership of, any Buyer Stock, other than as provided for in this Agreement, or any other securities or assets of Buyer or any of its Subsidiaries, (ii) deposit any shares of Buyer Stock in a voting trust or similar arrangement or subject any shares of Buyer Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any shares of Buyer Stock to any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than Buyer or a Person specified by Buyer in a proxy card provided to Seller by or on behalf of Buyer), (iii) enter, agree to enter, propose or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring, change in control transaction or other extraordinary transaction involving the Buyer or any of its Subsidiaries, (iv) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Buyer or its Subsidiaries, (v) call, or seek to call, a meeting of the shareholders of Buyer or initiate any shareholder proposal for action by shareholders of Buyer, (vi) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Buyer, (vii) otherwise act, alone or in concert with others, to seek to Control or influence the management or the policies of Buyer, (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (ix) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. Seller further agrees that, during the Standstill Period, it shall not, and it shall cause neither Seller nor any of its Affiliates not to(nor any Person acting on behalf of or in concert with Seller or any of its Affiliates) shall, in any mannerwithout the written consent of Buyer, (x) request Buyer, directly or indirectly, to amend or in concert with waive any other Person: (iprovision of this Section 5.04(a) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or this sentence) or (vy) make any public announcement or take any action in furtherance of that might require Buyer to make a public announcement regarding the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation possibility of a statutory amalgamationbusiness combination, merger, arrangement, business combination merger or other statutory procedure involving the Company or the Shares. (ctype of transaction described in this Section 5.04(a) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company with Seller or any of its Affiliates; (Bb) The restrictions contained in Section 5.04(a) shall not apply to any agreementbrokerage, arrangement or understanding in respect of a mergerinvestment advisory, amalgamationfinancial advisory, arrangementanti-raid advisory, merger advisory, financing, proprietary and third party asset purchase management, derivatives transactions, investment activities, insurance service and activities, trading, market making, underwriting, arbitrage or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company similar activities conducted by Seller or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class the ordinary course of outstanding voting securities of their respective businesses; provided that the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement purpose of any proceeding such action by or against such parties is not to avoid the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization provisions of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (CanadaSection 5.04(a), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and Each of the members of the Shareholder Group agrees that, during the Standstill Period, he or it shall will not, and he or it shall will cause each of such person’s Affiliates or agents or other persons acting on his or its Affiliates behalf not to, in any mannerand will cause his or its respective Associates not to: (a) acquire, directly offer to acquire or indirectlyagree to acquire, alone or in concert with any other Person: (i) propose individual or seek to effect any Change of Control Transactionentity, including by entering into a support purchase, tender offer, exchange offer, agreement or lock-up agreement in respect business combination or any other manner, beneficial ownership of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority any securities of the Board; (ii) solicit proxies from Shareholders Company or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members any securities of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets Affiliate of the Company, other if, after completion of such acquisition or proposed acquisition, such party would beneficially own more than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization 14.99% of the Boardoutstanding shares of Common Stock, provided, however, that this restriction shall not apply to any securities received by ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ pursuant to Section 8 of this Agreement; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a)submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with Board or oppose the prior written consent of directors nominated by the CompanyBoard, other than as expressly permitted by this Agreement; (iic) making form, join in or in any other way participate in a confidential proposal to “partnership, limited partnership, syndicate or other group” within the Board regarding any meaning of Section 13(d)(3) of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company Exchange Act with respect to the terms Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or acquired in the future subject to the limitations set forth in Section 5(a) or to the extent such proposal, and entering into any agreement a group may be deemed to result with the Company providing or any of its Affiliates as a result of this Agreement; (d) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the consummation election of directors with respect to the Company (as such proposal; provided that terms are defined or used under the Investor shall not make any public disclosure Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of all of the making nominees of the Board at the 2011 Annual Meeting or terms 2012 Annual Meeting as set forth in this Agreement; (e) seek, in any capacity other than as a member of such proposal except with the prior written consent Board, to call, or to request the calling of, a special meeting of the shareholders of the Company, or seek to make, or make, a shareholder proposal at any meeting of the shareholders of the Company or make a request for a list of the Company’s shareholders (or otherwise induce, encourage or assist any other person to initiate or pursue such consent not a proposal or request) or otherwise acting alone, or in concert with others, seek to be unreasonably withheldcontrol or influence the governance or policies of the Company, except as expressly permitted by this Agreement; (iiif) acquiring Securities upon exerciseeffect or seek to effect, exchange or conversion of in any Subject Securities in accordance with their respective terms; (iv) exercising any rights capacity other than as a member of the Investor under the Purchase Agreement Board (including, without limitation, by entering into any discussions, negotiations, agreements or the Closing Documents; (v) acquiring Securities in accordance understandings with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(aany third person), tendering Shares offer or propose (whether publicly or otherwise) to a formal take-over bid for the Shares effect, or cause or participate in, or in any similar transaction by an arm's length third party; or way assist or facilitate any other person to effect or seek, offer or propose (xwhether publicly or otherwise) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination to effect or other statutory procedure involving the Company cause or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: participate in (i) as any acquisition of the public announcement any material assets or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities businesses of the Company or any of its Affiliates; subsidiaries, (Bii) any agreementtender offer or exchange offer, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase acquisition or other business combination transaction involving the Company or any of its Affiliatessubsidiaries, or an intention to make an offer (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (g) 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, or consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to undertake such a transactionobtain any waiver, which wouldconsent under, if completedor amendment of, result any provision of this Agreement; (h) publicly disparage any member of the Board or management of the Company; provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure; (i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (Ij) take or cause or induce or assist others to take any class action inconsistent with any of outstanding the foregoing. Notwithstanding the foregoing, it is understood and agreed that this Agreement shall not be deemed to prohibit the Shareholder Group from (i) making public statements (including statements contemplated by Rule 14a-1 (1) (2) (iv) under the Exchange Act), (ii) engaging in discussion with other stockholders or (iii) soliciting, or encouraging or participating in the solicitation of, proxies or consents with respect to voting securities of the Company being converted into cash or securities of another person resulting (so long as such discussions are in shareholders (excluding, for the avoidance of doubt, compliance with Section 5(c) hereof) in each case with respect to any shareholder who is acquiring voting securities of transaction that has been publicly announced by the Company as part of involving (1) the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all recapitalization of the Company's , (2) an acquisition, disposition or sale of assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding a business by or against the Company where the consideration to be received or paid in connection with such transaction requires approval by the dissolution, liquidation, winding up, bankruptcy holders of the Common Stock or similar reorganization (3) a change of control of the Company; (D) the appointment of . Further, it is understood and agreed that this Agreement shall not be deemed to prohibit ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ from engaging in any lawful act in his capacity as a trustee, receiver, manager or other administrator director of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorCompany.

Standstill. For a period of three (a3) The Investor covenants and years from the date hereof, each Company agrees thatthat neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, during as amended (the Standstill Period"Exchange Act")) will (nor will it assist, it shall not, and it shall cause its Affiliates not provide or arrange financing to or for others or encourage others to, in any manner, ) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Person: Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) propose or seek it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to effect any Change be pursued by the management of Control Transactionthe respective Companies in accordance with the provisions of this agreement, including by entering and (ii) if a Company enters into a support definitive agreement with a third party pursuant to which such third party will make a tender or lock-up agreement in respect exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such a transactionother Company, provided that for greater certainty, then the Investor and its Affiliates other Company shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority contact privately the chairman of the Board; board of directors of such Company (iior any person 2 3 designated by such chairman) solicit proxies from Shareholders and submit to such chairman or form, join, support or participate in a group other person an offer to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any acquire Voting Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming such Company and/or a "group" request to negotiate with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Sharesoffer. 7. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees thatNeither of the Trusts shall, during the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any mannerterm of this Agreement, directly or indirectly, alone or in concert with others, without the prior written consent of the Board, take any of the actions set forth below (or take any action that would require the Corporation to make any public announcement regarding any of the following): (a) acquire, announce an intention to acquire, offer or propose to acquire or agree to acquire, by purchase or otherwise, beneficial ownership of any Voting Securities, other Person: than (i) the acquisition of Common Stock pursuant to the Contribution Agreement or (ii) the acquisition of Voting Securities in connection with any future contribution of Voting Securities by the Corporation to such Trust; (b) make, or in any way participate in, any Solicitation of Proxies to vote any Voting Securities or any Solicitation of any written consent to corporate action from any holders of Voting Securities, seek to advise, assist, instigate, encourage or influence any Person with respect to the voting of any Voting Securities, initiate or propose any stockholder proposal or induce or attempt to induce any other Person to initiate any stockholder proposal; (c) make any statement or proposal, whether written or oral, to the Board, or to any director, officer or agent of the Corporation, or make any public announcement or proposal whatsoever with respect to a merger or other business combination, sale or transfer of any asset or assets of the Corporation that individually or collectively are material to the Corporation, recapitalization, extraordinary dividend, share repurchase, liquidation or other extraordinary corporate transaction involving the Corporation or any other transaction which could result in a change of control of the Corporation, or solicit or encourage any other Person to make any such statement, proposal or announcement; (d) form, join or in any way participate in a Group with respect to any Voting Securities of the Corporation; (e) deposit any Voting Securities into a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities, other than as expressly contemplated by this Agreement; (f) call, request the calling of, or otherwise seek to assist in the calling of, a special meeting of the stockholders of the Corporation; (g) participate in any meeting of the stockholders or execute any written consent to corporate action with respect to the Corporation, other than in accordance with this Agreement; (h) seek to place a representative on the Board or seek to effect the removal of any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority member of the Board; (iii) solicit proxies from Shareholders act alone or formin concert with others to seek to Control or influence in any manner the management, join, support the Board or participate in a group to solicit proxies from Shareholders with a view to replacing the members policies of the BoardCorporation or any of its Affiliates; (iiij) purchasemake a request (public or otherwise) to the Corporation (or its directors, offer officers, stockholders, employees or agree agents) to purchase amend or negotiate to purchase waive this Section 2.1 or the Certificate of Incorporation (including any Securities certificate of designations thereunder) or assets Bylaws of the CompanyCorporation, other than as contemplated in the Purchase Agreement including any request (public or otherwise) to permit such Trust or its Affiliates, or any Closing Document (as defined other Person, to take any action in the Purchase Agreement), without the advance written authorization respect of the Boardmatters referred to in this Section 2.1; (ivk) advise publicly disclose any intention, plan or encourage any Person proposing any of the foregoing (including forming a "group" arrangement inconsistent with any such Person)this Section 2.1; or (vl) make advise, assist, instigate, encourage or influence any public announcement or take other Person to do any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates . The foregoing provisions shall not be restricted prohibit either Trust from: (i) acquiring any interest in any fund or collective investment vehicle that owns Voting Securities with (so long as (x) such acquisition is not undertaken for the prior written consent purpose of avoiding this Section 2.1, (y) Voting Securities comprise no more than 5% of the Company;net asset value of such fund or investment vehicle and (z) neither such Trust nor any of its Affiliates possesses the right, power or ability to Control such fund or collective investment vehicle or its manager); or (ii) making a confidential proposal subject to the Board regarding any of the transactions or activities contemplated in Section 3.1(a)2.2, entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering tendering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of tender or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Sharesoffer as seller. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants From and agrees thatafter the date of this Agreement, during unless an exemption or waiver is otherwise approved in advance in writing by the Standstill PeriodBoard, it Shareholder shall not, and it shall cause its Affiliates not to and its and their Representatives acting on their behalf not to, until the Standstill Fall-Away Date, directly or indirectly: (a) engage in any manner“solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) or consents to vote (or withhold the vote of) any Shares, or conduct any binding or nonbinding referendum with respect to any Shares, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or consents) with respect to any Shares, or otherwise become a “participant” in concert a “solicitation” (as such term is defined under Regulation 14A under the Exchange Act) to vote (or withhold the vote of) any Shares or other Capital Stock of the Company; provided that the foregoing will not be deemed to restrict or limit in any manner in which Shareholder or its Affiliates votes any of its Shares or Capital Stock, directly or by proxy, subject to compliance with the other terms and conditions of this Agreement; (b) other than through participation on the Board (or applicable committee) or any other Person: statements of opinion relating to corporate governance strategy that are not specifically targeted at the Company or the Board, make any public statement with the effect of: (i) propose controlling, changing or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of influencing the Board; (ii) solicit proxies from Shareholders , management or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets policies of the Company, including any plans or proposals to change the voting standard with respect to director elections, the number of directors or the removal of any directors (other than Shareholder Nominees), or to fill any vacancies on the Board (other than Shareholder Nominees), except as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase this Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to causing any change in the Board regarding any of the transactions capitalization, share repurchase programs and practices or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent dividend policy of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercisecausing any other change in the Company’s management, exchange business or conversion of any Subject Securities in accordance with their respective terms; corporate structure, (iv) exercising any rights seeking to have the Company waive or make amendments or modifications to the Articles of Association or policies of the Investor under Company (each as may be amended from time to time) or other actions that may impede or facilitate the Purchase Agreement or acquisition of control of the Closing Documents; Company by any person; (v) acquiring Securities in accordance with the terms causing a class of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliatesto be delisted from, or an intention to make an offer cease to the Company be authorized to be quoted on, any securities exchange; or any of its Affiliates to undertake such (vi) causing a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities to become eligible for termination of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities registration pursuant to Section 12(g)(4) of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.Exchange Act;

Standstill. (a) The Subject to Section 20.11 of the Strategic Alliance Agreement, the Investor covenants and agrees thatthat prior to November 6, during 2019, no member of the Standstill Period, it Investor Group shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose act, alone or in concert with others, to seek to effect any Change of Control Transactioncontrol the management, including by entering into a support agreement Board or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent policies of the Company; (ii) making a confidential proposal to the Board regarding enter into any joint venture, securities lending or option agreement, put or call, guarantee of the transactions loans, guarantee of profits or activities contemplated in Section 3.1(a)division of losses or profits, entering into discussions contract, arrangement or negotiations understanding with the Board or the Company any Person with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares and the Prior Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates; ) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (Bvii) take any agreement, arrangement or understanding in respect action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a merger, amalgamation, arrangement, asset purchase or other business combination transaction or merger involving the Company or any of its AffiliatesSubsidiaries; (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection with any of the foregoing; or (x) request that the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision of this Section 4.9(a) in a manner that requires public disclosure of such request. Notwithstanding anything to the contrary in this Agreement, (i) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Shares, the Warrants, the Warrant Shares, the Prior Shares, the Prior Warrant or the Prior Warrant Shares, (ii) the provisions of Section 4.8 and this Section 4.9 shall not prohibit any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make an any such offer to the Company or any of its Affiliates to undertake such a transaction, which proposal that would, if completedconsummated, result in (I) any class a Change of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all Control of the Company's assets being sold to any person or group , then, in each case in this clause (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canadaiv), the Companies' Creditors Arrangement Act Company and the Investor shall be released from the provisions of Section 4.7, Section 4.8 and this Section 4.9 for the pendency of such agreement, offer or proposal, and (Canadav) the provisions of Section 4.8 and this Section 4.9 shall not prohibit the Investor from disclosing the acquisition of the Shares, Warrants and Warrant Shares hereunder on Schedule 13D or similar legislation; or (ii) if Schedule 13G, provided that the Investor shall give the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice prior notice of such default from the Investorfiling.

Standstill. From and after the date of the Closing, for so long as the Sponsor Shareholder Group beneficially owns more than five percent (a5%) The Investor covenants of the Company Shares then issued and agrees thatoutstanding, during the Standstill Period, it shall not, and it shall cause no Sponsor Shareholder nor any of its Affiliates not to, in any mannershall, directly or indirectly, or in concert with any other Person: (a) acquire, or offer or propose (whether publicly or otherwise and whether or not subject to conditions) to acquire, any economic interest in, any right to direct the voting or disposition of or any other right with respect to, any Company Securities (directly or by means of any Derivative Securities) other than as a result of (i) any share splits, share dividends or other distributions or recapitalizations or similar offerings made available by the Company to its shareholders, including rights offerings and distributions made generally to holders of Company Securities as a result of their ownership of Company Securities, including pursuant to a shareholder rights plan or similar plan or agreement, or (ii) the exercise (or exchange) of any rights distributed by the Company pursuant to clause (i) above; (b) enter into, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to enter into any Extraordinary Transaction, or offer to acquire the Company (whether pursuant to a tender offer, exchange offer or otherwise) or encourage, facilitate, join or assist (including providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder for the Company or any of its Subsidiaries with) any third party to do any of the foregoing; (c) engage in any solicitation of proxies or consents relating to the election of directors with respect to the Company, or agree or announce an intention to vote with or support any Person undertaking a solicitation, or seek to effect advise or influence any Change Person with respect to the voting of Control Transactionany Company Shares, including by entering into a support agreement or lock-up agreement other than any solicitation in respect furtherance of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority recommendation of the Board; (iid) solicit proxies from Shareholders or form, join, support or participate deposit any Company Securities in a group voting trust or subject any Company Securities to solicit proxies from Shareholders a voting agreement or other agreement or arrangement with a view respect to replacing the members voting of the Board; such Company Securities (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in this Agreement and the Purchase Agreement or any Closing Document (as defined in the Purchase AgreementTriton Voting Agreements), including, without the advance written authorization of the Board; (iv) advise or encourage limitation, lending any Company Securities to any Person proposing any for the purpose of the foregoing (including forming a "group" allowing such Person to vote such Company Securities in connection with any such Person); or (v) make any public announcement shareholder vote or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (iie) making submit shareholder proposals in respect of the Company or call special general meetings of the shareholders of the Company or provide to any third party a confidential proposal proxy, consent or requisition to call any meeting of shareholders; (f) form a “group” (as defined under the Board regarding Exchange Act), or otherwise act in concert, with any other Company shareholder in respect of the Company; (g) agree to take any of the transactions actions contemplated by the foregoing clauses ‎(a) through ‎(f); or (h) request any waiver of the restrictions set forth under this ‎Section 4.01 or activities contemplated in Section 3.1(athe voting agreements provided under ‎Section 2.07(a), entering into discussions other than through a confidential waiver request submitted to the Chief Executive Officer of the Company or negotiations the Chairman, that the Sponsor Shareholder making such request, after consultation with legal counsel, would not reasonably expect to require (i) the Board or the Company with respect to the terms of any such proposalissue a public statement relating thereto, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and any public disclosure by such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorSponsor Shareholder relating thereto.

Standstill. Each Seller agrees that, prior to 11:59 p.m., Pacific time, on the one year anniversary of the Closing Date, it will not: (a) The Investor covenants and agrees thatacquire beneficial ownership of any Company Shares; (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, during or nominate any candidate for election to the Standstill PeriodBoard or oppose the directors nominated by the Board, it shall notother than as expressly permitted by this Agreement; (c) form, and it shall cause its Affiliates not to, join in or in any mannerother way participate in a “partnership, directly limited partnership, syndicate or indirectlyother group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Company Shares or deposit any Company Shares in a voting trust or similar arrangement or subject any Company Shares to any voting agreement or pooling arrangement, other than with other Sellers or one or more of their Affiliates; (d) engage in discussions with other stockholders of the Company, solicit proxies or written consents of stockholders or otherwise conduct any nonbinding referendum with respect to the Company Shares, or make, or in concert any way encourage, influence or participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting or tendering, any other Person: (i) propose or seek Company Shares with respect to effect any Change of Control Transactionmatter, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided any Sale Transaction that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported is not approved by a majority of the Board, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any stockholder meeting; (iie) solicit proxies from Shareholders call, seek to call, or formrequest the calling of, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members special meeting of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets stockholders of the Company, other than as contemplated in the Purchase Agreement or seek to make, or make, a shareholder proposal at any Closing Document (as defined in the Purchase Agreement), without the advance written authorization meeting of the Board; (iv) advise or encourage any Person proposing any stockholders of the foregoing (including forming Company or make a "group" with any such Person); or (v) make any public announcement or take any action in furtherance request for a list of the foregoing. Company’s stockholders (bor otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) Notwithstanding Section 3.1(a)or otherwise acting alone, or in concert with others, seek to control or influence the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent governance or policies of the Company; (iif) making a confidential proposal effect or seek to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and effect (including by entering into any agreement discussions, negotiations, agreements or understandings with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(athird person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist, solicit, encourage or facilitate any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (including by tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (xselling into) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as any acquisition of the public announcement any material assets or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities businesses of the Company or any of its Affiliatessubsidiaries; (Bii) any agreementtransfer or acquisition of Company Shares or other securities of the Company or any securities of any Affiliate of the Company; (iii) any tender offer or exchange offer, arrangement or understanding in respect of a merger, amalgamationchange of control, arrangement, asset purchase acquisition or other business combination transaction involving the Company or any of its Affiliatessubsidiaries; or (iv) any recapitalization, restructuring, liquidation, dissolution or an intention to make an offer other extraordinary transaction with respect to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result subsidiaries (any of the transactions or events described in (Ii) through (iv) above are referred to as a “Sale Transaction”); (g) publicly disclose, or cause or facilitate the public disclosure (including the filing of any class of outstanding voting securities document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the Company being converted into cash media or securities of another person resulting in shareholders (excluding, for the avoidance of doubtanalyst) of, any shareholder who is acquiring voting securities intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the Company as provisions of this Section 4.1; (h) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the transaction) holding less than 50% of the voting securities of the resulting market price or surviving entity, or (II) all or substantially all value of the Company's assets being sold ’s securities; (i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage any other person that engages, or offers or proposes to engage, in any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Companyforegoing; or (Dj) the appointment of a trustee, receiver, manager take or other administrator cause or induce or assist others to take any action inconsistent with any of the Company foregoing; provided, that, notwithstanding the foregoing, with respect to NRC Management the foregoing covenants and agreements set forth in this Section 4.1 shall only be applicable to NRC Management’s actions on behalf of the Managed Account and nothing herein shall restrict or restrain (i) NRC QP or any other fund, investment vehicle or managed account over which NRC Management or any of its material properties Affiliates may serve as investment manager or assets; any other investment advisory client of NRC Management (an “Other Account”) from taking any of the actions or (E) engaging in any of the Company seeking protection under the Bankruptcy and Insolvency Act (Canada)matters set forth in this Section 4.1, the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if NRC Management or any of its Affiliates from taking any of the Company is actions or engaging in material default any of the matters set forth in this Agreement and such default continues for a period Section 4.1 on behalf of 30 days after any Other Account or (iii) restrict or restrain any investor or owner of BD SLV or the Company receives written Notice Managed Account (other than NRC Management, to the extent set forth above) from taking any of such default from the Investoractions or engaging in any of the matters set forth in this Section 4.1.

Standstill. (a) 4.1 The Investor covenants and agrees that, during the Standstill Period, it Shareholder shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, and shall not authorize or permit any of its Representatives (to the extent acting on behalf of the Shareholder) or Controlled Affiliates, directly or indirectly, to, without the prior written consent of, or waiver by, Mylan: (a) subject to Section 4.3, acquire, offer or seek to acquire, agree to acquire or make a proposal (including any private proposal to Mylan or the Board of Directors) to acquire, by purchase or otherwise (including through the acquisition of Beneficial Ownership), any securities (including any Equity Securities or Voting Securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities or Voting Securities) or Derivative Instruments, of Mylan or any Subsidiary or Affiliate of Mylan or any successor to or Person in Control of Mylan, or any securities (including any Equity Securities or Voting Securities) or indebtedness convertible into or exchangeable for any such securities or indebtedness; provided that the Shareholder may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Ordinary Shares (and any securities (including any Equity Securities or Voting Securities) convertible into or exchangeable for Ordinary Shares) and Derivative Instruments with respect to Ordinary Shares, if, immediately following such acquisition, the collective Beneficial Ownership of Ordinary Shares of the Shareholder and its Controlled Affiliates, as a group, would not exceed the Standstill Level; (b) participate in any acquisition of assets or business of Mylan or its Subsidiaries or Affiliates (other than an acquisition initiated by Mylan or its Representatives); (c) conduct, fund or otherwise become a participant in any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) involving Equity Securities, Voting Securities or any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case not approved by the Board of Directors; (d) otherwise act in concert with any other Person: (i) propose or others to seek to effect any Change control or influence the Board of Control Transaction, including by entering into a support agreement Directors or lock-up agreement in respect shareholders of such a transaction, Mylan or its Subsidiaries or Affiliates; provided that for greater certainty, nothing in this clause (d) shall preclude the Investor and Shareholder or its Affiliates shall be permitted to tender to, vote Representatives from engaging in favour of, and/or enter into a support agreement discussions with Mylan or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Boardits Representatives; (iie) solicit proxies from Shareholders make or form, join, support join or participate in become a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Purchase AgreementExchange Act) in (or in any way knowingly encourage) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC) or consents to vote any Voting Securities or any of the voting securities of any Subsidiaries or Affiliates of Mylan (including through action by written consent), without or otherwise knowingly advise or influence any Person with respect to the advance written authorization voting of the Boardany securities of Mylan or its Subsidiaries or Affiliates; (ivf) advise make any public announcement with respect to, or encourage solicit or submit a proposal for, or offer, seek, propose or indicate an interest in (with or without conditions) any merger, consolidation, business combination, “tender offer” (as such term is used in Regulation 14D under the Exchange Act), recapitalization, reorganization, purchase or license of a material portion of the assets, properties, securities or indebtedness of Mylan or any Subsidiary or Affiliate of Mylan, or other similar extraordinary transaction involving Mylan, any Subsidiary of Mylan or any of their respective securities or indebtedness, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person proposing regarding any of the foregoing (including forming other than, in each case, a "group" with any such Persontransaction initiated by Mylan or its Representatives); or; (vg) make call or seek to call a meeting of shareholders of Mylan or initiate any public announcement shareholder proposal for action of Mylan’s shareholders, or take seek election or appointment to or to place a representative on the Board of Directors or seek the removal or suspension of any action in furtherance director from the Board of the foregoing.Directors; (bh) Notwithstanding Section 3.1(a)form, join, become a member or in any way participate in a Group (other than with the Investor and Shareholder or any of its Affiliates shall not be restricted from:Controlled Affiliates) with respect to the securities of Mylan or any of its Subsidiaries or Affiliates; (i) acquiring deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than (i) with the prior written consent Shareholder or any of the Companyits Affiliates or (ii) in accordance with Section 3.1); (iij) making a confidential make any proposal or disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any proposal or disclose any plan on its or their behalf, inconsistent with the Board regarding foregoing restrictions; (k) exercise any rights granted to shareholders of Mylan pursuant to Sections 2:110 or 2:114a of the Dutch Civil Code (Burgerlijk Wetboek) and the corresponding provisions of the Articles of Association; (l) knowingly take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf that would reasonably be expected to require Mylan or any of its Subsidiaries or Affiliates to publicly disclose any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board foregoing actions or the Company with respect to the terms possibility of any such proposala business combination, and entering into any agreement with the Company providing for the consummation merger or other type of such proposal; provided that the Investor shall not make any public disclosure of the making of transaction or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities matter described in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in this Section 4.1; (vim) acquiring Securities in accordance knowingly advise, assist, arrange or otherwise enter into any discussions or arrangements with the terms any third party with respect to any of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third partyforegoing; or (xn) disposing directly or indirectly, contest the validity of, or seek an amendment, waiver, suspension or termination of, any provision of Shares this Section 4.1 (including this subclause) or Section 3.1 (whether by operation of a statutory amalgamation, merger, arrangement, business combination legal action or other statutory procedure involving the Company or the Sharesotherwise). (c) Section 3.1(a) 4.2 The Shareholder shall cease to be of any force not, and shall not authorize or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or permit any of its Affiliates; (B) , directors, officers, employees, agents, advisors or other Representatives to, directly or indirectly, make, in each case to Mylan or to a third party, any agreementproposal, arrangement statement or understanding in respect of a mergerinquiry, amalgamationor disclose any intention, plan or arrangement, asset purchase whether written or other business combination transaction involving oral, inconsistent with the Company provisions of this Section 4, or request Mylan or any of its Affiliates, directors, officers, employees, agents, advisors or an intention other Representatives, directly or indirectly, to make an offer amend, waive, suspend or terminate any provision of this Section 4 (including this sentence). A breach of this Section 4 by any Affiliate, director, officer, employee, agent, advisor or other Representative of the Shareholder shall be deemed a breach by the Shareholder of this Section 4. 4.3 The prohibition in Section 4.1(a) shall not apply to the Company activities of the Shareholder or any of its Affiliates to undertake such in connection with: (a) acquisitions made as a transactionresult of a stock split, which wouldstock dividend, if completedreorganization, result in recapitalization, reclassification, combination, exchange of shares or other like change approved or recommended by the Board of Directors; or (Ib) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company acquisitions made in connection with a transaction or series of related transactions in which the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company Shareholder or any of its material properties Affiliates acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or assets; Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, at the time of the consummation of such acquisition, provided that in connection with any such acquisition, the Shareholder or such applicable Affiliate, as the case may be, (i) either (A) causes such entity to divest the Equity Securities, Voting Securities or Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the acquired entity within a period of one hundred twenty (120) calendar days after the date of the consummation of such acquisition or (EB) divests the Company seeking protection under Equity Securities, Voting Securities or Derivative Instruments, or any other securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, Beneficially Owned by the Bankruptcy Shareholder and Insolvency Act (Canada)its Affiliates, in an amount so that the Companies' Creditors Arrangement Act (Canada) Shareholder and its Affiliates, together with such acquired business entity, shall not, acting alone or similar legislation; as part of a Group, directly or indirectly, Beneficially Own a number of Ordinary Shares in excess of the Standstill Level following such acquisition, and (ii) if any general meeting of the Company shareholders of Mylan is held prior to the disposition thereof, votes such Ordinary Shares or other Voting Securities on each matter presented at any such general meeting of the shareholders of Mylan in material default accordance with the recommendation of this Agreement and such default continues for a period the Board of 30 days after the Company receives written Notice of such default from the InvestorDirectors or any applicable committee thereof.

Standstill. (a) The Investor covenants and Each member of the ValueAct Group agrees that, during the Standstill Covered Period, (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the ValueAct Designee), it shall not, and it shall cause each of its Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and individually, the “ValueAct Affiliates,” provided that no portfolio company of the ValueAct Group shall be deemed a “ValueAct Affiliate” so long as such portfolio company (A) has not discussed the Company or its business with the ValueAct Group or the ValueAct Designee, (B) has not received from the ValueAct Group or the ValueAct Designee information concerning the Company or its business, and (C) is not acting at the request of, in coordination with or on behalf of the ValueAct Group or the ValueAct Designee), not to, directly or indirectly, in any manner, directly or indirectly, alone or in concert with any other Personothers: (i) propose make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act) or consents to vote, or seek to effect advise, encourage or influence any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company person with respect to the terms voting of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of its the Company”) for the election of individuals to the Board or to approve stockholder proposals, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any stockholder meeting) or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any Group (as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons who are not ValueAct Affiliates with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in the ValueAct Group (together with the ValueAct Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in more than 13.75% in the aggregate of the shares of Common Stock outstanding at such time; provided, that, nothing herein will require Common Stock to be sold to the extent the ValueAct Group and the ValueAct Affiliates, collectively, exceed the ownership limit under this paragraph as the result of a share repurchase or similar Company actions that reduces the number of outstanding shares of Common Stock; (iv) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities of the Company held by the ValueAct Group or any ValueAct Affiliate to any person or entity not a (A) party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) ValueAct Affiliate (any agreementperson or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”), arrangement that would knowingly result in such Third Party, together with its affiliates and associates, owning, controlling or understanding otherwise having any beneficial or other ownership interest in respect more than 9.9% in the aggregate of the shares of Common Stock outstanding at such time, except in a transaction approved by the Board; (v) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, amalgamationconsolidation, acquisition, scheme, arrangement, asset purchase business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other business combination extraordinary transaction involving the Company or any of its Affiliates, subsidiaries or an intention to make an offer to the Company joint ventures or any of its Affiliates their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to undertake such an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the ValueAct Group or a transaction, which would, if completed, result in (I) ValueAct Affiliate of any class of outstanding voting securities of the Company being converted into cash any tender or securities exchange offer or vote by the ValueAct Group or a ValueAct Affiliate of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the transaction) holding less than 50% market price or value of the voting securities of the resulting Company; (vii) (A) call or surviving entityseek to call any meeting of stockholders, including by written consent, (B) seek representation, on or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, or (IIF) all make a request for any stockholder list or substantially all other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (viii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company's assets being sold , including any plans or proposals to change the number or term of directors or to fill any person or group (other than vacancies on the Investor)Board; (CB) any material change in the commencement of any proceeding by capitalization or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the appointment Company waive or make amendments or modifications to the Company’s Restated Certificate of a trustee, receiver, manager Incorporation or Second Amended and Restated By-Laws or other administrator actions that may impede or facilitate the acquisition of control of the Company by any person; (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (ix) disparage or cause to be disparaged the Company or affiliates thereof or any of its material properties current or assets; former officers or directors; (Ex) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Company seeking protection under the Bankruptcy and Insolvency Act (Canada)Board, the Companies' Creditors Arrangement Act Company, its management, policies or affairs or any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (Canadaxi) enter into any discussions negotiations, agreements, or similar legislationunderstandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or (xii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit the ValueAct Group or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) Each member of the ValueAct Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any ValueAct Affiliate, to be present for quorum purposes and to be voted, at the Company’s 2013 annual and special stockholder meeting and at any adjournments or postponements thereof, and further agrees that at the 2013 annual stockholder meeting they shall vote in favor of (i) all directors nominated by the Board for election at such meetings (including the ValueAct Designee as applicable) and (ii) if in accordance with the Board’s recommendation with respect to any proposals that may be the subject of stockholder action at such meetings; provided, however, that with respect to a proposal related to an Extraordinary Transaction, the ValueAct Group and the ValueAct Affiliates may vote their shares of Common Stock beneficially owned, directly or indirectly, in the discretion of the ValueAct Group or the ValueAct Affiliate, as applicable. (c) Nothing in this Section 2 shall limit any actions that may be taken by the ValueAct Designee acting solely as a director of the Company is in material default consistent with his fiduciary duties as a director of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from (it being understood and agreed that the InvestorValueAct Group and the ValueAct Affiliates shall not seek to do indirectly through the ValueAct Designee anything that would be prohibited if done by the ValueAct Group or the ValueAct Affiliates).

Standstill. From and after the date of this Agreement until the earlier of the (ax) The Investor covenants Closing or (y) date this Agreement is validly terminated pursuant to Article IX, each of Danube and agrees that, during the Standstill Period, it Sellers shall not, and it shall cause its and their respective Affiliates not to, and its and their respective Representatives acting on their behalf not to, directly or indirectly: (a) engage in any manner“solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) or consents to vote (or withhold the vote of) any Amazon Shares, or conduct any binding or nonbinding referendum with respect to any Amazon Shares, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or consents) with respect to any Amazon Shares, or otherwise become a “participant” in a “solicitation” (as such term is defined under Regulation 14A under the Exchange Act) to vote (or withhold the vote of) any Amazon Shares or other capital stock of Amazon; (b) other than any statements of opinion relating to corporate governance strategy that are not specifically targeted at Amazon or the Amazon Board of Directors, make any public statement with the effect of: (i) controlling, changing or influencing the Amazon Board of Directors, management or policies of Amazon, including any plans or proposals to change the voting standard with respect to director elections, the number of directors or the removal of any directors (other than Shareholder Nominees), or to fill any vacancies on the Amazon Board of Directors (other than Shareholder Nominees), except as contemplated in this Agreement; (ii) causing any change in the capitalization, share repurchase programs and practices or dividend policy of Amazon; (iii) causing any other change in Amazon’s management, business or corporate structure; (iv) seeking to have Amazon waive or make amendments or modifications to the Amazon Governing Documents or other actions that may impede or facilitate the acquisition of control of Amazon by any person; (v) causing a class of securities of Amazon to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (vi) causing a class of securities of Amazon to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (c) (i) seek to advise, encourage or influence any other Person or assist any third party in so advising, encouraging or influencing any other Person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with the Amazon Board of Directors’ recommendation in connection with such matter) or (ii) seek to advise, encourage or influence any Person with respect to, whether alone or in concert with others, the election, nomination or removal of a director other than as permitted by Section 7.26, and this Section 7.27; (d) form, join, knowingly encourage the formation of or knowingly engage in discussions relating to the formation of, or participate in a “group” as used in Section 13(d) of the Exchange Act, for the purpose of seeking control, or influencing the control of, Amazon, except for the arrangements expressly set forth in this Agreement; (e) offer or propose to acquire or agree to acquire (or request permission to do so), whether, directly or indirectly, by market purchases, private purchases, tender or exchange offer, through the acquisition of control of another person, by joining or participating in a “group” as used in Section 13(d) of the Exchange Act, or otherwise, any Amazon Shares or other capital stock of Amazon (or the beneficial ownership thereof) or any securities convertible or exchangeable into or exercisable for any Amazon Shares or other capital stock of Amazon (or beneficial ownership thereof) (including any derivative securities or other rights decoupled from the underlying securities of Amazon), except as permitted by and in accordance with Section 7.26; (f) separately or in conjunction with any third party in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly or privately, with or without conditions), indicate an interest in or effect or commence any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization or other business combination involving Amazon or any Amazon Subsidiary or the assets or businesses of Amazon or any Amazon Subsidiary or actively encourage or initiate or support any other Person: (i) propose or seek to effect third party in any Change such activity; provided, however, that each of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, Danube and the Investor and its Affiliates Sellers shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with on any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities transaction in accordance with the terms and conditions of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a)this Agreement; provided, tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excludingfurther, for the avoidance of doubt, tendering into any shareholder who is acquiring voting securities tender offer or exchange offer not commenced by either Danube or the Sellers, or its or their Affiliates, will not violate this ‎Section 7.27(f); (i) except as expressly provided herein (and in accordance with the terms and conditions hereof), nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any annual or special meeting of the Company as part Amazon Shareholders at which Amazon’s directors are to be elected or (ii) (A) present at any annual or special meeting of the transactionAmazon Shareholders any proposal (pursuant to Rule 14a-8 or otherwise) holding less than 50% for consideration for action by the Amazon Shareholders or (B) call or seek to call, or request the call of, alone or in concert with others, or support another Amazon Shareholder’s call for, any meeting of the voting securities of Amazon Shareholders, whether or not such a meeting is permitted by the resulting Amazon Governing Documents; (h) encourage, facilitate, support, participate in or surviving entityenter into any negotiations, agreements, arrangements or (II) all or substantially all of understandings with respect to, the Company's assets being sold to any person or group (other than the Investor); (C) the commencement taking of any proceeding action by or against the Company any other Person in connection with the dissolution, liquidation, winding up, bankruptcy foregoing that is prohibited to be taken by Danube or similar reorganization the Sellers; (i) (i) publicly seek or publicly request permission to do any of the Company; (D) the appointment of a trusteeforegoing, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if publicly request to amend or waive any provision of ‎Section 7.26 or this Section 7.27 (including this clause (i)), or (iii) publicly make or publicly seek permission to make any public announcement with respect to any of the Company is foregoing; (j) contest the validity or enforceability of the agreements contained in material default ‎Section 7.26 or this ‎Section 7.27 or publicly seek a release of the restrictions contained in Section 7.26 or this Agreement and such default continues for a period ‎Section 7.27 (whether by legal action or otherwise); (k) enter into any agreement, arrangement or understanding with respect to any of 30 days after the Company receives written Notice foregoing; or (l) knowingly encourage or knowingly facilitate others to do any of such default from the Investorforegoing.

Standstill. (a) The Investor covenants and agrees thatExcept as expressly permitted herein, during the Standstill Period, it shall not, and it shall cause no Stockholder nor any of its Affiliates not shall: (i) effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any mannerway assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, or in concert with (A) any other Person: (i) propose or seek to effect any Change acquisition of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms Beneficial Ownership of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of security that is convertible into Shares by operation of a statutory amalgamationor any assets, merger, arrangement, business combination indebtedness or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities businesses of the Company or any of its Affiliates; subsidiaries, (B) any agreementfinancing of the acquisition of any Shares or any security convertible into Shares, arrangement (C) any tender or understanding in respect of a mergerexchange offer, amalgamation, arrangement, asset purchase merger or other business combination transaction involving the Company or any of its Affiliates, subsidiaries or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (D) any recapitalization, restructuring, liquidation, dissolution or assets; Change of Control Transaction, or (E) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any Shares or any consent solicitation or stockholder proposal, (ii) form, join or in any way participate in “a group” (as defined under the Exchange Act) with respect to the Company seeking protection or enter into any voting agreement or otherwise act in concert with any Person or Group in respect of any voting Shares, (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors (other than, in the case of a Stockholder that is not an OEP Stockholder, pursuant to non-public negotiations or discussions with the Company and the Board of Directors that would not reasonably be expected to cause the Company to make a public announcement under Applicable Law regarding the Bankruptcy and Insolvency Act subject matter thereof or any of the types of matters set forth in clause (Canadai) above), ; (iv) take any action which would or would reasonably be expected to cause the Companies' Creditors Arrangement Act Company to make a public announcement under Applicable Law regarding any of the types of matters set forth in clause (Canadai) above; (v) enter into any discussions or similar legislationarrangements with any Person with respect to any of the foregoing; or (vi) request that the Company amend or waive any provision of this Section 3.1(a). (b) Section 3.1(a) shall not prohibit or prevent: (i) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates if such acquisition would not result in all Stockholders and their respective Affiliates in the aggregate Beneficially Owning a number of voting Shares that is greater than (A) one hundred twenty percent (120%) of the Baseline Amount, or (B) sixty percent (60%) of the number of voting Shares issued and outstanding as of such date (it being understood that any such acquisition pursuant to this clause (A) of Shares in excess of the number of Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement shall be permitted only if (x) prior to any such acquisition, the applicable Stockholder delivers to the Board of Directors written notice of the proposed acquisition and the material terms thereof, (y) such acquisition is made pursuant to open market purchases during Company-approved trading windows, and (z) a majority of the Independent Directors shall have determined not to cause the Company to repurchase a material percentage of Shares during such trading window); (ii) any Shares, or any security that is convertible into Shares, issued by the Company to Stockholders or their Affiliates pursuant to any stock split, stock dividend or the like effected by the Company; (iii) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates pursuant to Transfers effected on the Nasdaq Stock Market or other nationally recognized securities exchange following the issuance of any new voting Shares by the Company as consideration in the acquisition of another business or assets of another Person by the Company by merger or purchase of the assets or shares, reorganization or otherwise; provided, that immediately following such acquisition of Shares such Stockholder and its Affiliates, in the aggregate, do not Beneficially Own a percentage of the total issued and outstanding voting Shares that is greater than the percentage of Shares Beneficially Owned by such Stockholder and its Affiliates, in the aggregate, immediately prior to such issuance; (iv) any Shares issued (including pursuant to exercise of stock options granted) to any Investor Designee or any officer or employee of the Company or its subsidiaries in respect of such Director’s service on the Board of Directors or such officer’s or employee’s employment with the Company or its subsidiaries; (v) any acquisition of Beneficial Ownership of any Shares by an OEP Stockholder pursuant to the exercise of Preemptive Rights under Section 5.1; (vi) Transfers of Shares permitted by and made in accordance with Section IV; (vii) any acquisition of Beneficial Ownership of any Shares, or any security that is convertible into Shares, by any Stockholder or its Affiliates or any other action that would otherwise be prohibited by Section 3.1(a) if approved in advance by a majority of the Independent Directors then serving on the Board of Directors (including pursuant to any merger, acquisition or other transaction that is approved in advance by a majority of the Independent Directors then serving on the Board of Directors); (viii) any transaction, discussions, or arrangements solely between or among a Stockholder and its Affiliates; or (ix) any Director who is an Investor Designee from engaging, in his or her capacity as such, in confidential discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 3.1(a) so long as such discussions would not reasonably be expected to result in public disclosure by the OEP Stockholders or the Company under Applicable Law, including requirements of the SEC or any applicable stock exchange. (c) All of the restrictions set forth in this Section 3.1 shall terminate in respect of the Stockholders and their Affiliates upon the earlier to occur of: (i) the entry by the Company into a definitive agreement with any Person providing for a Change of Control Transaction; and (ii) such date as when the OEP Stockholders no longer have a right to designate any Investor Designees under Section 2.1(a)(ii). (d) Notwithstanding anything to the contrary in Section 6.2 and Section 6.7, the provisions of this Section III may not be terminated, amended or modified unless such termination, amendment or modification is approved by (i) at least six (6) Directors, or at least two-thirds of the members of the Board of Directors if the Company is in material default Board of this Agreement Directors at such time does not have nine (9) Directors, and such default continues for (ii) a period majority of 30 days after the Company receives written Notice of such default from the InvestorIndependent Directors.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it the Seller Holdco Parties shall not, and it shall cause its direct their Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company: (a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Equity Interests of the Company (including any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value from (in whole or in part) such Equity Interests (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinations of the foregoing)) other than: (A) as a result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Equity Interests, (B) receipt of any Seller Holdco Issued Earnout Shares, or (C) pursuant to or in connection with a Permitted Transfer or a Permitted Loan; provided, that no Seller Holdco Party shall be in breach of this Section 4.2(a) as a result of the acquisition by any Seller Holdco Board Designee of any Equity Interests of the Company pursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to any Seller Holdco Board Designee, or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Equity Interests of the Company granted by the Company to any Seller Holdco Board Designee; (iib) making a confidential proposal to the Board regarding any of the transactions propose or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bidoffer with respect to any acquisition, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamationbusiness combination, arrangementrecapitalization, asset purchase reorganization or other business combination similar extraordinary transaction involving the Company or any of its AffiliatesSubsidiaries (unless such transaction is approved or affirmatively recommended by the Board); (c) make, knowingly encourage, or an intention in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC promulgated pursuant to make an offer Section 14 of the Exchange Act) to vote any shares of Company Common Stock, or seek to advise or influence any Person with respect to the voting of, any shares of Company Common Stock (other than, in each case, in accordance with, and as permitted by, Section 3.1); (d) seek election to, or seek to place a representative on, the Board, or seek the removal of any member of the Board, or otherwise act, alone or in concert with others, to seek representation or to control or influence the management, the Board or policies of the Company (other than with respect to (A) the election or removal of a Seller Holdco Board Designee in accordance with, and as permitted by, Section 2.1 or (B) voting (including by written consent) in accordance with, and as permitted by, Section 3.1); (e) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of its Affiliates the Company; (f) form, join or in any way participate in a Group with respect to undertake such Equity Securities or discuss with any third party the potential formation of a transactionGroup (other than a Group consisting solely of Seller Holdco Parties); (g) otherwise act, which wouldalone or in concert with others, if completed, result in (I) any class of outstanding voting securities to seek to control or influence the management or the policies of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, excluding any shareholder who is acquiring voting securities such act in their capacity as a commercial counterparty, customer, supplier or the like); (h) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Persons in connection with any of the Company as part foregoing activities; (i) publicly disclose any intention, plan or arrangement inconsistent with any of the transaction) holding less than 50% foregoing activities, or knowingly take any action that a Seller Holdco Party knows would require the Company to make a public announcement regarding any of the voting securities foregoing activities; or (j) contest the validity of this Section 4.2; it being understood and agreed that this Section 4.2 shall not limit (A) the ability of each Seller Holdco Board Designee to exercise his or her legal duties or otherwise act in his or her capacity as a Director or a member of a Committee, (B) the ability of a Seller Holdco Party to vote (including by written consent) or Transfer its Seller Holdco Issued Shares as permitted under the terms of this Agreement, participate in rights offerings made by the Company to all holders of Company Common Stock, receive any dividends or similar distributions with respect to any Equity Interests of the resulting or surviving entityCompany, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company Seller Holdco Party or any of its material properties Affiliates from making to the Board or assets; or (E) the Chief Executive Officer of the Company seeking protection under any proposal regarding a strategic transaction involving the Bankruptcy Company, which proposal is made in a confidential manner and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if is not reasonably expected to require the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorto make any public disclosure.

Standstill. (a) The Investor Standstill. Subject to Section 4.03(b) through Section 4.03(d), each Investor covenants and agrees with the Company that, during the Standstill Period, it such Investor shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, alone or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)others, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, take any of the actions set forth in clauses (i) through (iv) below (clauses (i) through (iv) below, collectively, the “Investors Standstill”) : (i) in any way acquire, offer or propose to acquire or agree to acquire legal title to or beneficial ownership of any Company Securities to the extent the Ownership Percentage of such consent not to be unreasonably withheldInvestor will exceed its Ownership Cap as a result of such acquisition; (iiiii) acquiring Securities upon exercise, exchange or conversion of make any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bidwith respect to, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer submit to the Company or any of its Affiliates to undertake such directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal for the acquisition of a transaction, which would, if completed, result in (I) any class of outstanding voting securities majority of the Company being converted into cash Securities (including through tender offer, merger, consolidation, restructuring or securities recapitalization of another person resulting in shareholders the Company) if the submission of such proposal will require the making of a public announcement by the Company unless the Company shall have made a prior written request to such Investor to submit such a proposal; (excludingiii) seek or propose to influence, for advise, change or control the avoidance management, the board of doubtdirectors of the Company, any shareholder who is acquiring voting securities governing instruments or policies or affairs of the Company by way of any public communication, or make, or in any way participate in, any “solicitation” of “proxies” (as part such terms are defined or used in Regulation 14A under the Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Company Securities or become a “participant” in any “election contest” as such terms are defined and used in Regulation 14A) with respect to Company Securities; provided, however, that nothing in this clause (iii) shall prevent such Investor or its Affiliates from (x) voting in any manner any Company Securities over which such Investor or such Affiliates has Beneficial Ownership or (y) communicating privately with shareholders of the transactionCompany to the extent such communication does not constitute a “solicitation” of “proxies,” as such terms are defined or used in Regulation 14A under the Exchange Act and the number of persons with whom such Investor communicates is fewer than ten (10); or (iv) holding less than 50% form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the voting securities of the resulting or surviving entity, or (IIExchange Act) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization any action contemplated by any of the Company; foregoing; (Dv) the appointment of a trusteeenter into any negotiations or arrangements with any third party, receiveror finance any third party, manager or other administrator with respect to any of the Company foregoing; or (vi) make any public disclosure inconsistent with clauses (i) through (v), or knowingly take any action with the intent of its material properties or assets; or (E) requiring the Company seeking protection under to make any public disclosure with respect to the Bankruptcy and Insolvency Act matters set forth in clauses (Canadai) through (v), the Companies' Creditors Arrangement Act . (Canadavii) make a request to amend or similar legislation; or (ii) if the Company is in material default waive any provision of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorSection 4.03.

Standstill. (a) The Investor covenants and agrees that, during Prior to the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)Termination Date, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Board, the Investor shall not, and shall instruct his Affiliates not to, directly or indirectly: (a) nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which the Company’s directors are to be elected; (ii) initiate, encourage or participate in any solicitation of proxies or consents in respect of any election contest or removal contest at any Stockholder Meeting with respect to the Company’s directors; (iii) submit, initiate, make or be a proponent of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, encourage or participate in any solicitation of proxies or consents in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) initiate, encourage or participate in any “withhold,” “against,” “vote no,” defeat quorum or similar campaign with respect to any Stockholder Meeting; (iib) making a confidential proposal form, join or act in concert with any group or agreement with respect to any voting securities of the Company, including in connection with any election or removal contest with respect to the Board regarding Company’s directors or any stockholder proposal or other business brought before any Stockholder Meeting; (c) seek publicly, alone or in concert with others, to amend the Charter or By-Laws; (d) make any public statement to encourage: (A) any change in the number or term of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with directors serving on the Board or the Company with respect to the terms filling of any such proposalvacancies on the Board, and entering into (B) any agreement with change in the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of capitalization or terms of such proposal except with the prior written consent dividend policy of the Company, such consent not to be unreasonably withheld; (iiiC) acquiring Securities upon exerciseany other change in the Company’s management, exchange governance, corporate structure, affairs or conversion policies or (D) any Extraordinary Transaction or any material acquisition of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement assets or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities businesses of the Company or any of its Affiliates; subsidiaries; (Be) initiate, make or participate (other than as a stockholder) in any agreementExtraordinary Transaction or make any proposal, arrangement alone or understanding in respect of a mergerconcert with others, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or the Board that would reasonably be expected to require a public announcement or disclosure regarding any such matter; (f) enter into any negotiations, agreements or understandings with any third party with respect to the foregoing, or advise, assist, encourage or seek to persuade any third party to take any action with respect to any of its Affiliates to undertake such a transaction, which would, if completed, result in the foregoing; or (Ig) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of publicly request that the Company or the Board amend or waive any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default provision of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorAgreement.

Standstill. (a) The Investor covenants and Each of the members of the ▇▇▇▇▇▇▇ Group agrees that, during the Standstill PeriodPeriod and provided that Company has complied and is complying with the Principal Obligations, he or it shall will not, and he or it shall will cause each of such person’s Affiliates or agents or other persons acting on his or its Affiliates behalf not to, and will cause his or its respective Associates not to: (a) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement ; (b) form, join in or in any mannerother way participate in a “partnership, directly limited partnership, syndicate or indirectlyother group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the ▇▇▇▇▇▇▇ Group or one or more Affiliates of a member of the ▇▇▇▇▇▇▇ Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement; (c) solicit proxies or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at the 2010 and 2011 Annual Meetings of Stockholders; (d) seek, in any capacity other than as a member of the Board, to call, or to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) or otherwise acting alone, or in concert with any other Person: (i) propose or others, seek to effect any Change of Control Transaction, including by entering into a support agreement control or lock-up agreement in respect of such a transaction, provided that for greater certainty, influence the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement governance or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets policies of the Company, except as expressly permitted by this Agreement; (e) effect or seek to effect, in any capacity other than as contemplated in a member of the Purchase Agreement Board (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any Closing Document (as defined in the Purchase Agreementthird person), without the advance written authorization of the Board; offer or propose (ivwhether publicly or otherwise) advise to effect, or encourage cause or participate in, or in any Person proposing way assist or facilitate any of the foregoing other person to effect or seek, offer or propose (including forming a "group" with any such Person); or (vwhether publicly or otherwise) make any public announcement to effect or take any action cause or participate in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms acquisition of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of material assets or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities businesses of the Company or any of its Affiliates; subsidiaries, (Bii) any agreementtender offer or exchange offer, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase acquisition or other business combination transaction involving the Company or any of its Affiliatessubsidiaries, or an intention to make an offer (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Affiliates subsidiaries; (f) 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 undertake such a transactionany journalist, which would, if completed, result in (I) any class of outstanding voting securities member of the Company being converted into cash media or securities of another person resulting in shareholders (excluding, for the avoidance of doubtanalyst) of, any shareholder who is acquiring voting securities intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the Company as part provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the transaction) holding less than 50% members of the voting securities ▇▇▇▇▇▇▇ Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (g) publicly disparage any member of the resulting Board or surviving entity, or (II) all or substantially all management of the Company's assets being sold ; (h) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any person of the foregoing; or (i) take or group (other than cause or induce or assist others to take any action inconsistent with any of the Investor); (C) the commencement of foregoing. It is understood and agreed that this Agreement shall not be deemed to prohibit ▇▇▇▇▇▇▇ from engaging in any proceeding by or against the Company lawful act in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization his capacity as a director of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees that, that during the Standstill Period, it shall without the prior written approval of the Board, the Investor will not, directly or indirectly, and it shall will cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (ia) propose acquire, offer or seek to effect acquire, agree to acquire or make a public proposal to acquire, by purchase or otherwise, beneficial ownership of any Change of Control TransactionCompany Securities, including by entering any securities convertible into a support agreement or lock-up agreement exchangeable for any such equity securities, any options or other derivative securities or contracts or instruments in respect any way related to the price of such Company Securities (but in any case other than (i) as a transactionresult of any stock split, provided that for greater certaintystock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Company Securities, (ii) the acquisition of shares of Common Stock issuable upon conversion of the Preferred Stock, (iii) pursuant to or in connection with (A) an acquisition of Company Securities from another Investor and Party or one of its Affiliates shall be permitted or (B) a Permitted Loan, and (iv) as a result of the acquisition by any Investor Director of any Company Securities pursuant to tender to(x) the grant or vesting of any equity compensation awards granted by the Company to any Investor Director, vote or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Company Securities granted by the Company to any Investor Director; (b) make or in favour any way participate in or knowingly encourage any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the rules of the SEC, to vote, or knowingly seek to advise or influence any Person with respect to voting of, and/or enter into any voting securities of the Company or call or seek to call a support agreement meeting of the Company’s stockholders or lock-up agreement in respect initiate any stockholder proposal or action by the Company’s stockholders, or seek election to or to place a representative on the Board (other than pursuant to Section 5.08) or seek the removal of a Change of Control Transaction supported by a majority of any director from the Board; (iic) solicit proxies from Shareholders propose, offer, seek or formindicate an interest in (in each case, joinwith or without conditions) any merger or business combination, support tender or participate in exchange offer, recapitalization, reorganization or purchase of a group to solicit proxies from Shareholders with a view to replacing the members material portion of the Board; (iii) purchaseassets, offer properties or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) Subsidiary, or any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination extraordinary transaction involving the Company or any Subsidiary or any of its Affiliatestheir respective securities, or an intention enter into any discussions, negotiations, arrangements, understandings or agreements whether written or oral) with any other Person (other than its Representatives) regarding any of the foregoing; (d) otherwise act, alone or in concert with others, to make an offer seek to control or influence, in any manner, the management, Board or policies of the Company or any Subsidiary (for the avoidance of its Affiliates doubt, excluding any such act in their capacity as a commercial counterparty, customer, supplier or the like); (e) make any public proposal or statement of inquiry or publicly disclose any intention, plan or arrangement consistent with the foregoing; (f) advise or knowingly assist or encourage or direct any Person to undertake such a transaction, which would, if completed, result in (I) do any class of outstanding voting securities of the Company being converted foregoing; (g) enter into cash any discussions, negotiations, arrangements or securities understandings with any third party (including security holders of another person resulting in shareholders (the Company, but excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities Investor Parties) with respect to any of the Company foregoing, including forming, joining or in any way participating in a “group” (as part defined in Section 13(d)(3) of the transactionExchange Act) holding less than 50% with any third party with respect to any of the voting securities of the resulting or surviving entity, or foregoing (IIh) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of request the Company or any of its material properties Representatives to amend or assets; or (E) waive any provision of this Section 5.05, provided that this clause shall not prohibit the Investor Parties from making a confidential request to the Company seeking protection under an amendment or waiver of the Bankruptcy and Insolvency Act provisions of this Section 5.05, which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require public disclosure thereof by the Company; or (Canadai) contest the validity of this Section 5.05 or make, initiate, take or participate in any Action to amend, waive or terminate any provision of this Section 5.05; provided, however, that nothing in this Section 5.05 will limit (1) the Investor Parties’ ability to vote, Transfer (subject to Section 5.06), convert (subject to Article VIII of the Companies' Creditors Arrangement Act Certificate of Designations), purchase Proposed Securities (Canadasubject to Section 5.17) or similar legislation; otherwise exercise rights under, its Common Stock or Preferred Stock, or (ii2) the ability of any Investor Director to vote or otherwise exercise its fiduciary duties or otherwise act in its capacity as a member of the Board; provided, further that notwithstanding anything to the contrary in this Section 5.05, the Investor and its Affiliates may at any time communicate privately with the Company’s directors, officers or advisors or submit to the Board one or more confidential proposals or offers for a transaction (including a transaction that, if consummated, would result in a Fundamental Change), so long as, in each case, such communications and submissions are not intended to, and would not reasonably be expected to, require any public disclosure by the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorcommunications or submissions, as applicable.

Standstill. (a) The Investor covenants So long as the Company has complied and agrees thatis complying with its obligations set forth in this Agreement, during the Standstill Period, it shall the Icahn Group and its affiliates, will not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company;Company or its Board: (iia) making a confidential proposal acquire, offer, seek or propose to acquire, or agree to acquire, directly or indirectly (including acquiring beneficial ownership as defined in Rule 13d-3 under the Board regarding Exchange Act), by purchase or otherwise, any Voting Stock of the transactions Company or activities contemplated in Section 3.1(a), entering into discussions direct or negotiations with the Board or the Company with respect indirect rights to the terms of acquire any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent Voting Stock of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities assets of the Company or any Subsidiary or division of the Company, provided, however, that the Icahn Group may acquire in one or more transactions an aggregate number of shares of Voting Stock that when combined with all other holdings of Voting Stock of the Icahn Group equals but does not exceed the Permitted Amount (and the Company agrees not to reduce the number of shares that may be acquired under its Affiliates; existing shareholder rights plan or any subsequently adopted shareholder rights plan to less than the Permitted Amount or to otherwise restrict or limit any such acquisition up to the Permitted Amount); (Bb) make, or in any agreementway participate, arrangement directly or understanding indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any person or entity with respect to the voting of any Voting Stock of the Company (other than in an Icahn Designee’s capacity as a mergermember of the Board in a manner consist with his or her fiduciary duties); (c) make any public announcement with respect to, amalgamationor, arrangementother than through non-public action at the Board by an Icahn Designee acting in his or her capacity as such, asset purchase submit a proposal for or other business combination offer of (with or without conditions) (including to the Board), any extraordinary transaction involving the Company or any of its Affiliatessecurities or assets; (d) form, join or in any way participate in a 13D Group (other than the Icahn Group) in connection with any of the foregoing; (e) present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board or seek the removal of any member of the Board, other than through action at the Board by an Icahn Designee acting in his or her capacity as such; (f) make, or cause to be made, by press release or similar public statement to the press or media, or in an intention SEC filing, any statement or announcement that disparages the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past (and the Company shall not make, or cause to make be made, by press release or similar public statement, including to the press or media or in an offer to SEC filing, any statement or announcement that disparages any member of the Icahn Group, the officers or directors of any member of the Icahn Group, or any person who has served as an officer or director of any member of the Icahn Group in the past); (g) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in current or former directors or officers (Iincluding derivative actions) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than to enforce the Investor); provisions of this Agreement; (Ch) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of request the Company or any of its material properties Representatives, directly or assets; indirectly, to amend or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default waive any provision of this Agreement and Section 4.1 in a manner that would require public disclosure; or (i) direct or instruct any of their respective Subsidiaries, Representatives or Affiliates to take any such default continues for a period of 30 days after the Company receives written Notice of such default from the Investoraction.

Standstill. (a) The Investor covenants and agrees that, during the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities that would cause the Ownership Percentage to exceed 45%, or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)Corporation, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "“group" ” with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a)) and in accordance with Applicable Law, the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the CompanyCorporation; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company Corporation with respect to the terms of any such proposal, and entering into any agreement with the Company Corporation providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the CompanyCorporation, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.15.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (viiv) participating in rights offerings conducted by the CompanyCorporation; (viiivi) receiving stock dividends or similar distributions made by the CompanyCorporation; (ixvii) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's ’s length third party; or (xviii) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company Corporation or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) effect as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company Corporation or any of its Affiliates; , (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company Corporation or any of its Affiliates, or an intention to make an offer to the Company Corporation or any of its Affiliates to undertake such a transaction, which would, if completed, result in (Ix) any class of outstanding voting securities of the Company Corporation being converted into cash or securities of another person Person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company Corporation as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (IIy) all or substantially all of the Company's Corporation’s assets being sold to any person or group (other than the Investor); , (C) the commencement of any proceeding by or against the Company Corporation in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; Corporation, (D) the appointment of a trustee, receiver, manager or other administrator of the Company Corporation or any of its material properties or assets; , or (E) the Company Corporation seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' ’ Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants For so long as the Oaktree Shareholders and agrees thattheir Affiliates in the aggregate beneficially own at least 10% of the Voting Securities of the Company, during unless specifically invited in writing by the Standstill PeriodBoard (with Disinterested Director Approval), it neither the Oaktree Shareholders nor any of their Affiliates shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) enter into or agree, offer or propose or seek publicly announce an intention to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group or assist any other Person or Group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering enter into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of tender or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamationoffer, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any of its AffiliatesSubsidiaries or all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, (ii) make, or an intention in any way participate in, directly or indirectly, any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the SEC promulgated under the Exchange Act) to make an offer vote, or seek to influence any Person other than the Oaktree Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Affiliates Subsidiaries (other than with respect to undertake such a transactionthe nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), which would(iii) otherwise act, if completedalone or in concert with third parties, result in (I) any class of outstanding voting securities to seek to control or influence the management, Board or policies of the Company being converted or any of its Subsidiaries (other than with respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), or (iv) enter into cash any negotiations, arrangements or securities understandings with any third party with respect to any of another person resulting the foregoing activities; provided, however, that this Section 4.2(a) shall not prohibit or restrict (A) any action taken by an Oaktree Designee as Director in shareholders such capacity, (excludingB) the exercise by any Oaktree Shareholder of its rights and obligations expressly provided for in this Agreement, for the avoidance of doubt, any shareholder who is acquiring including its voting securities rights with regard to its Voting Securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (IIC) the matters set forth on Schedule IV hereof. (b) Notwithstanding anything in Section 4.2(a) to the contrary, if (i) the Company publicly announces its intent to pursue a tender offer, merger, sale of all or substantially all of the Company's ’s assets being sold to or any person similar transaction, which in each such case would result in a Change of Control Transaction, or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolutionrecapitalization, restructuring, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager dissolution or other administrator of extraordinary transaction involving the Company or any of and its material properties or assets; or Subsidiaries, taken as a whole (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canadaa “Buyout Transaction”), the Companies' Creditors Arrangement Act (CanadaOaktree Shareholders shall be permitted to privately make an offer or proposal to the Board and such offer or proposal shall not be a violation of Section 4.2(a) or similar legislation; or and (ii) if the Company Board approves, recommends or accepts a Buyout Transaction with an Unaffiliated Buyer, the restrictions set forth in Section 4.2(a) shall cease to apply until such Buyout Transaction is terminated or abandoned and shall become applicable again upon any such termination or abandonment (unless the Board determines otherwise with Disinterested Director Approval); provided, that, (x) in material default the case of this clause (ii), following the termination or abandonment of such Buyout Transaction, Section 4.2(a) shall not be deemed to have been breached in connection with any action taken by the Oaktree Shareholders or their Affiliates during the time that Section 4.2(a) became inapplicable pursuant to this Section 4.2(b), provided that such action is discontinued upon the receipt by the Oaktree Shareholders or such Affiliates of a written notice from a majority of the Directors entitled to provide the Disinterested Director Approval of the termination or abandonment of the applicable Buyout Transaction (unless the Board determines otherwise with Disinterested Director Approval), and (y) notwithstanding anything to the contrary in this Agreement, nothing in Section 4.2 of this Agreement shall limit the provisions of Section 5.2 (with respect to the approval and such default continues for a period consummation of 30 days after the Company receives written Notice any transaction described in clause (i) of such default from the InvestorSection 4.2(a) or otherwise).

Standstill. (a) The Investor covenants and agrees thatFor a period of twelve months following the date of this Agreement, during the Standstill Period, it Vendor shall not, without the prior written consent of the Purchaser, which consent may be given on such terms and it shall cause its Affiliates not to, conditions as the Purchaser may determine: (i) in any mannermanner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, any unissued or outstanding securities of the Corporation or propose or offer to enter into, directly or indirectly, any amalgamation, plan of arrangement, merger or business combination involving the Corporation and its Affiliates or to purchase, directly or indirectly, all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole; (ii) directly or indirectly “solicit” or participate or join with any person in the “solicitation” of any “proxies” (as such terms are defined in the Securities Act (Ontario)) to vote, or seek to influence any person with respect to the voting of, any voting securities of the Corporation; (iii) otherwise act alone or jointly or in concert with others to seek to control or to influence the management, the board of directors or policies of the Corporation; (iv) solicit, facilitate or encourage any transaction to acquire assets of the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other than a transaction by the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser; (v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to do any of the foregoing; or (vi) advise, assist, encourage or act jointly or in concert with any other Person: (i) propose or seek to effect person in connection with any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Companyforegoing, other than as contemplated in the Purchase Agreement Purchaser or any Closing Document (as defined of its Affiliates or any person acting jointly or in concert with the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoingPurchaser. (b) Notwithstanding For greater certainty, and notwithstanding anything else in Section 3.1(a6(a), the Investor and its Affiliates Section 6(a) shall not be restricted from: (i) acquiring Securities with apply to any investment fund or product managed by GCIC US Ltd., the prior written consent manager of the Company; Vendor, (iithe “Manager”) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreementaffiliates, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); Vendor and XXX (Cwhose relationship with the Purchaser is governed by a Securities Purchase Agreement of even date herewith (the “XXX Agreement”) and the commencement terms of which agreement shall prevail in the event of any proceeding by inconsistency or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of conflict between this Agreement and the XXX Agreement), unless such default continues for a period fund or product is managed by XXX, the lead portfolio manager of 30 days after the Company receives written Notice of such default from the InvestorVendor.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Effective Period, it shall notno member of the Investor Group or the Investor Designee shall, directly or indirectly (and it each member of the Investor Group shall cause its respective Affiliates and Associates not to, in any manner, directly or indirectly): (a) propose any candidates for election as directors of the Company (other than submissions to the NCG Committee for election of the Investor Designee or the Independent Director to the Board); provided however, that this Section shall not prohibit any members of the Investor Group or their Affiliates and Associates from engaging in private non-public communications with respect to such candidates with other members of the Investor Group and their respective Affiliates and Associates (as long as such communications do not become public); (b) propose any shareholder proposals or proxy resolutions or make any proposal regarding nominees for director for approval by the Company’s stockholders, (c) call or seek to have called any special meeting of the stockholders; (d) conduct any proxy solicitations with respect to the voting of Voting Securities (as defined below) against the recommendation of the Board regarding the election of directors or solicit proxies or written consents of stockholders, or any other person with the right to vote or power to give or withhold consent in respect of the Voting Securities, or conduct, encourage, participate or engage in any other type of referendum (binding or non-binding) with respect to, or from the holders of Voting Securities or any other person with the right to vote or power to give or withhold consent in respect of the Voting Securities, make, or in concert any way participate or engage in (other than by voting its shares of Voting Securities in a manner that does not violate this Agreement), any “solicitation” of any proxy, consent or other authority to vote any Voting Securities, with respect to any other Person: (i) propose matter, or seek become a participant in any contested solicitation with respect to effect any Change of Control Transactionthe Company, including by entering into a support agreement without limitation relating to the removal or lock-up agreement in respect the election of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Boarddirectors; (iie) solicit proxies from Shareholders form or formjoin in a partnership, joinlimited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act, with respect to the Common Stock, or otherwise support or participate in any effort by a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company third party with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights matters set forth in Section 4.13, or deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement, other than solely with other members of the Investor Group and/or their Affiliates and Associates with respect to the shares of Common Stock now or hereafter owned by them or pursuant to this Agreement; (vif) acquiring Securities in accordance with without the terms prior approval of the Top-Up Rights Board contained in a written resolution of the Board, (x) either directly or indirectly for itself or its Affiliates, or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or (y) except as set forth in Section 4.2; the next sentence, in any way knowingly support, assist or facilitate any other person to effect or seek, offer or propose to effect, or cause or participate in, any (viii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends tender offer or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamationexchange offer, merger, arrangement, acquisition or other business combination or other statutory procedure involving the Company or the Shares. any of its subsidiaries or affiliates; (cii) Section 3.1(a) shall cease any form of business combination or acquisition or other transaction relating to be a material amount of any force assets or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; subsidiaries or affiliates, except for lawful acquisitions of Common Stock through the market or in privately negotiated acquisitions in the normal course of business, or (Biii) any agreementform of restructuring, arrangement recapitalization or understanding in similar transaction with respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates subsidiaries or affiliates. (g) make, or cause to undertake such a transactionbe made, which wouldany statement or announcement that relates to and constitutes an ad hominem attack on, if completedor relates to and otherwise disparages, result in (I) the Company, its officers or its directors or any class of outstanding voting securities person who has served as an officer or director of the Company being converted into cash on or securities following the date of another person resulting this Agreement: (i) in shareholders any document or report filed with or furnished to the SEC or any other governmental agency, (excluding, for the avoidance of doubt, ii) in any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting press release or surviving entityother publicly available format, or (IIiii) all to any journalist or substantially all member of the Company's assets being sold media (including without limitation, in a television, radio, newspaper or magazine interview). Notwithstanding the foregoing or anything to the contrary herein, nothing in this Agreement shall in any person or group way limit (other than the Investor); (Ci) the commencement of any proceeding by or against the Company in connection Investor Designee’s ability to fully participate and communicate freely with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or ’s other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy directors and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislationcommittee members; or (ii) if the Company is in material default Investor Group’s rights as a stockholder to freely vote its securities on any matter other than with respect to the election of this Agreement and such default continues for a period of 30 days after directors (as to which the Company receives written Notice of such default from Investor Group shall comply with the Investorterms hereof during the Effective Period).

Standstill. (a) The Investor covenants Each IVP Equityholder, each ▇▇▇▇▇▇▇ Equityholder, each BluJay Equityholder, the Founder Holders and agrees the Sponsor (each a, “Standstill Party”), severally and not jointly, agree with PubCo that, during from the Effective Date until, and including, the date that is the later of (i) February 4, 2022 and (ii) the date on which PubCo’s 2022 annual meeting of stockholders at which directors are elected occurs (or any postponement or adjournment thereof) (such period, the “Standstill Period”), it such Standstill Party shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose make, engage in, or in any way, participate in any “solicitation” of “proxies” (as such terms are used in Regulation 14 of the Exchange Act) to vote, or seek to effect advise or influence any Change Person with respect to the voting of, any Equity Securities of Control TransactionPubCo or any of its Subsidiaries in favor of the election of any person as a director who is not nominated pursuant to this Agreement or by the Board (or its nominating committee) or in opposition of any individual nominated or designated for appointment or election to the Board by PubCo pursuant to this Agreement (including any “withhold,” “vote no” or similar campaign even if conducted as an exempt solicitation) or otherwise in opposition of any IVP Director, Sponsor Director, FP Director or Temasek Director (including by entering into “solicitation” of “proxies” in favor of any opposing nominee of any such individual); (ii) nominate any person as a director who is not nominated pursuant to this Agreement or by the Board (or its nominating committee) (other than by making a non-public proposal or request to the Board or its nominating committee in a manner which would not require the Board or PubCo to make any public disclosure); (iii) take any action in support agreement of or lockmake any proposal or request that constitutes: (i) a change in the number or term of directors or to fill any vacancies on the Board (other than in accordance with this Agreement) or (ii) a change to the composition of the Board, other than by making a non-up agreement public proposal or request to the Board (or its nominating committee) in respect of such a transaction, provided that for greater certainty, manner which would not require the Investor and its Affiliates shall be permitted Board or PubCo to tender to, vote in favour of, and/or make any public disclosure; (iv) enter into a support voting trust, voting agreement or lock-up similar voting arrangement with respect to any Equity Securities of PubCo, or subject any Equity Securities of PubCo to any voting trust, voting agreement or similar voting arrangement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and similar other accounts), in respect each case other than (A) this Agreement, (B) solely with Affiliates or Permitted Transferees of a Change of Control Transaction supported the Standstill Party or (C) granting proxies in solicitations approved by a majority of the Board; (iiv) solicit proxies from Shareholders or form, join, support join or in any way participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document “group” (as defined in Section 13(d)(3) of the Purchase AgreementExchange Act), without the advance written authorization of the Board; (iv) advise or encourage knowingly advise, assist or encourage, or enter into any Person proposing agreement with, any of the foregoing (including forming a "group" other Person, in connection with any such Personaction contemplated by this Section 3.3(a); or (vvi) make any public announcement disclosure inconsistent with this Section 3.3(a), or take any action that would reasonably be expected to require PubCo to make any public disclosure with respect to the matters set forth in furtherance of the foregoingthis Section 3.3(a). (b) Notwithstanding the foregoing provisions of this Section 3.1(a)3.3, the Investor foregoing provisions of Section 3.3(a) shall not, and its Affiliates shall are not be restricted fromintended to: (i) acquiring Securities with prohibit any Party or its Affiliates from privately communicating with, including making any offer or proposal to, the prior written consent of Board (in a manner which would not require the CompanyBoard or PubCo to make any public disclosure); (ii) making restrict in any manner how a confidential proposal to the Board regarding any of the transactions Party or activities contemplated its Affiliates vote their Common Stock or other Common Stock, except as provided in Section 3.1(a), entering into discussions 3.2 or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheldotherwise as set forth in this Agreement; (iii) acquiring Securities upon exerciserestrict the manner in which any IVP Director, exchange Sponsor Director, FP Director or conversion Temasek Director may (A) vote on any matter submitted to the Board or the stockholders of PubCo, (B) participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any Subject Securities in accordance with their respective terms;action prohibited by his or her legal duties and obligations as a member of the Board, provided the foregoing shall not limit an Equityholder’s, the Sponsor’s or the Founder Holders’ obligations hereunder; or (iv) exercising restrict the Sponsor, any rights Founder Holder or any Equityholder or any of the Investor under the Purchase Agreement their respective Permitted Transferees from selling or the Closing Documents; (v) acquiring Securities transferring any of their Common Stock in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Sharesthis Agreement. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Except as otherwise expressly provided in this Agreement, or as specifically approved by a majority of the members of the Board, including at least a majority of the Sellers who are members of the Board, no Investor covenants and agrees that, during the Standstill Period, it shall not, and it shall cause or any of its Affiliates not to, in any mannershall, directly or indirectly, or in concert with any other Person: (i) by purchase or otherwise, Beneficially Own, acquire, agree to acquire or offer to acquire any Voting Securities or direct or indirect rights or options to acquire Voting Securities (including any voting trust certificates representing such securities) other than the Initial Class A Shares, (ii) enter, propose to enter into, solicit or support any merger or business combination or similar transaction involving Fortress or any of its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of Fortress or any of its Subsidiaries (except for proposals to purchase or acquire a non-material portion of the assets of Fortress or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules promulgated by the SEC under the Exchange Act) to vote, or seek to effect advise or influence any Change Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of Control Transactionsecurityholders for such purposes with respect to any matter (or, including by entering as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Exchange Act), (iv) form, join or in any way participate in a Group (other than a Group consisting solely of Investor and its respective Affiliates) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities, (v) deposit any Voting Securities in a voting trust or enter into a support any voting agreement or lock-up agreement in arrangement with respect of thereto (other than this Agreement and such a transaction, provided that for greater certainty, the voting trusts or agreements which are solely between an Investor and its Affiliates shall be permitted or made between an Investor and its Affiliates and Fortress pursuant to tender tothis Agreement), vote (vi) seek representation on the Board, the removal of any directors from the Board or a change in favour of, and/or enter into a support agreement the size or lock-up agreement in respect of a Change of Control Transaction supported by a majority composition of the Board; Board (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Companyeach case, other than as contemplated provided in the Purchase Agreement or any Closing Document (as defined in the Purchase this Agreement), without the advance written authorization (vii) make any request to amend or waive any provision of the Board; this Section 6.1, which request would require public disclosure under applicable Law, (ivviii) advise disclose any intent, purpose, plan, arrangement or encourage any Person proposing any of proposal inconsistent with the foregoing (including forming a "group" with any such Person); or (vintent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of any of the foregoing) make any public announcement or take any action in furtherance that would require public disclosure of any such intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the validity or enforceability of the foregoing or (x) assist, advise, encourage or negotiate with any Person with respect to, or seek to do, any of the foregoing; provided that (a) it shall not be a violation of this Section 6.1(a)(x) to sell Initial Class A Shares and (b) it shall not be a violation of this Section 6.1(a) by an Investor to (1) trade securities of Fortress and its Subsidiaries for the accounts of its customers in the ordinary course of trading, investment management, financing and brokerage activities subject to appropriate information barriers being in place or (2) participate in any coinvestment opportunities offered to it by Fortress or any Fortress Subsidiary. (b) Notwithstanding Nothing in this Section 3.1(a), the Investor and its Affiliates 6.1 shall not be restricted from: (i) acquiring Securities with the prior written consent prohibit or restrict an Investor from responding to any inquiries from any shareholder of the Company; (ii) making a confidential proposal Fortress as to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company such Investor’s intention with respect to the terms voting of any Voting Securities Beneficially Owned by Investor so long as such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance response is consistent with the terms of this Agreement; (ii) restrict the Participation Rights set forth right of each director on the Board or any committee thereof to vote on any matter as such individual believes appropriate in Section 4.1; (vi) acquiring Securities light of his or her duties as a director or committee member or the manner in accordance with the terms which a director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Top-Up Rights set forth in Section 4.2; Board or as a member of any committee thereof; (viiiii) participating in rights offerings conducted by the Company; (viii) receiving stock prohibit such Investor from Beneficially Owning Voting Securities issued as dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bidin respect of, or an intention issued upon conversion, exchange or exercise of, securities which such Investor is permitted to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assetsBeneficially Own under this Agreement; or (Eiv) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada)prohibit any officer, the Companies' Creditors Arrangement Act (Canada) director, employee or similar legislation; agent of Investor from purchasing or (ii) if the Company otherwise acquiring Voting Securities so long as he or she is in material default not a member of this Agreement and a Group that includes such default continues for a period Investor or is not otherwise acting on behalf of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it shall not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement)Stockholder agrees that, without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the CompanyBoard of Directors specifically expressed in a resolution adopted by a majority of the directors of the Company who are not Stockholder Directors, the Stockholder will not and will not permit its Affiliates to: (i) initiate or propose any matter for a vote of the stockholders of the Company or "solicit," or become a "participant," directly or indirectly, in any "solicitation" of proxies (as such terms are defined under the Exchange Act) from any holder of Voting Securities in connection with any vote or other action on any matter or agree or announce its intention to vote with any Person undertaking a "solicitation" or seek to advise, encourage or influence any Person with respect to the voting of any Voting Security; (ii) making seek, solicit, propose (in a confidential proposal manner that is intended to require, or would reasonably be expected to require, public disclosure) or make any statement with respect to, or otherwise participate in or support, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities (except as and to the Board regarding any of the transactions or activities contemplated in extent specifically permitted by this Section 3.1(a4.3), entering into discussions dissolution, liquidation, restructuring, recapitalization or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making similar transactions of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its AffiliatesSubsidiaries; (iii) form, join or an intention in any way participate in a Group with respect to make an offer any Restricted Securities; (iv) grant any "proxies" (as defined under the Exchange Act) with respect to any Voting Securities to any Person (except as recommended by the Board of Directors of the Company) or deposit any Voting Securities or Convertible Voting Securities in a voting trust or enter into any other arrangement or agreement with respect to the Company voting thereof except as set forth in Section 4.4; (v) otherwise act, alone or any in concert with others, to control or seek to control or influence or seek to influence the management, Board of its Affiliates to undertake such a transactionDirectors or policies of the Company, which would, if completed, result except that engaging in (I) any class of outstanding voting securities private meetings with management of the Company being converted into cash or securities in regard to the day-to-day operations and the ordinary course of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities business of the Company as part shall not be prohibited hereby; (vi) seek, alone or in concert with others, representation on the Board of Directors or seek the removal of any member of the transaction) holding less than 50% Board of Directors or a change in the size or composition of the voting securities Board of Directors; (vii) make any publicly disclosed proposal or enter into any discussion regarding any of the resulting foregoing; (viii) make any proposal, statement or surviving entityinquiry, or disclose any intention, plan or arrangement (IIwhether written or oral), inconsistent with the foregoing, or make or disclose any request to amend, waive or terminate any provision of this Article 4; (ix) all have any discussions or substantially all communications with, or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other Person in connection with any of the foregoing; or (x) take any action challenging the validity or enforceability of any provisions of this Article IV. (b) Nothing contained in this Section shall be deemed in any way to prohibit or limit any transactions in the ordinary course of business between the Company and its Subsidiaries, on the one hand, and the Stockholder and its Affiliates, on the other hand. (c) The Standstill Period shall terminate (i) if any person shall commence and not withdraw a bona fide unsolicited tender or exchange offer that if successful would result in a Change of Control (an "Offer"), unless within 10 business days after the commencement of such Offer, the Company shall have publicly recommended that the Offer not be accepted, (ii) upon the commencement of any transaction that is a "Rule 13e-3 transaction," as such term is defined in Rule 13e-3(a)(3) promulgated under the Exchange Act or (iii) upon the commencement of any transaction by any holder of 5% or more of the Total Voting Power, the consummation of which would result in the de-registration of the Company's assets being sold to any person or group (other than Common Stock under the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization Exchange Act. The termination of the Company; (DStandstill Period pursuant to this Section 4.3(c) the appointment of is referred to herein as a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E"Section 4.3(c) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorEvent."

Standstill. (a) The Investor covenants and Executive agrees that, that during the Standstill Employment Term and during the Restricted Period, it Executive shall not, and it shall cause its Affiliates not to, in any mannerexcept at the specific written request of the Board, directly or indirectly, or in concert with any other Person: (ia) propose engage in or seek to effect propose, or be a Participant in any Change entity that directly or indirectly engages in or proposes, any material transaction between the Company or any of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreementof their successors), without on the advance written authorization of one hand, and Executive or any entity in which Executive is a Participant, on the Boardother hand; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding acquire any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; Affiliates (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliatestheir successors) during any black out period in accordance with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (other than through entering into a qualified 10(b)5-1 Plan during an open trading window or equity securities issued to Executive by the Company upon the vesting of RSUs and PSUs issued to Executive by the Company) or be a Participant in any entity that, directly or an intention to make an offer to indirectly, acquires any equity securities of the Company or any of its Affiliates to undertake such a transaction(or any of their successors), which wouldprovided that this Section 6.04(b) shall not restrict Executive from participating in the AZZ Inc. 2018 Employee Stock Purchase Plan, if completed, result in (I) any class of outstanding voting or from acquiring equity securities of the Company being converted into cash or securities of another person resulting through such participation, in shareholders accordance with the terms and conditions thereof as may be amended from time to time; (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transactionc) holding less than 50% of the voting securities of the resulting or surviving entitysolicit proxies, or (II) all be a Participant in any entity that directly or substantially all indirectly solicits proxies, or become a Participant in any solicitation of proxies, with respect to the Company's assets being sold to any person or group (other than the Investor); (C) the commencement election of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator directors of the Company or any of its material properties Affiliates (or assetsany of their successors) in opposition to the nominees recommended by the board of directors or similar governing body of any such entity; or (d) engage in or (E) be a Participant in any other activity that would be reasonably expected to result in a Change in Control of the Company seeking protection under or any Affiliate (or any of their successors). Notwithstanding the Bankruptcy and Insolvency Act (Canada)foregoing, the Companies' Creditors Arrangement Act (Canada) foregoing provisions of this Section 6.04 shall not be construed to prohibit or similar legislation; or (ii) if restrict the manner in which Executive exercises Executive’s voting rights in respect of equity securities of the Company acquired in a manner that is in material default not a violation of the terms of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorAgreement.

Standstill. (a) The Investor covenants You and agrees thatthe ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates and your and their respective members, during the Standstill Periodmanagers, it directors, officers and employees shall not, and it shall cause its Affiliates not to, in any mannerfor a period of 15 months after the date of this Agreement, directly or indirectly: (a) make any statement or proposal to the board of directors of the Company, to any of our Representatives or to any of our stockholders with respect to, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in concert Regulation 14A of the Securities Exchange Act of 1934, as amended) with respect to, or otherwise solicit, seek or offer to effect (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (iii) any acquisition of any of our securities or assets, or rights or options to acquire interests in any of our securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors or policies of the Company, or (v) any request or proposal to waive, terminate or amend the provisions of this Agreement; (b) instigate, encourage or assist any third party (including forming a “group” with any other Person:such third party) to do any of the actions set forth in clause (a) above; (c) take any action which would reasonably be expected to require the Company to make a public announcement regarding any of the actions set forth in clause (a) above; or (d) acquire, own or sell (or seek permission to acquire, own or sell), of record or beneficially, by purchase, sale or otherwise, any securities, properties or indebtedness of the Company (except that you may purchase for investment in market transactions up to 1% of our outstanding common stock); in each case unless and until you have received the prior written invitation or approval of our board of directors to do any of the foregoing. The foregoing shall not apply to your Representatives or those of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates effecting or recommending transactions in securities in the ordinary course of their business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner. Notwithstanding the (i) propose nothing herein shall restrict you or seek to effect any Change of Control Transaction, including by the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates from entering into a support agreement commercial transactions in the ordinary course of business with the Company or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Company Affiliates shall be permitted to tender (including transactions similar to, vote in favour ofor generally consistent with, and/or enter transactions previously entered into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; between such parties), and (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) restrictions shall cease to be of any force or effect: (i) as of effect in the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of event the Company publicly announces that it has entered into an agreement or discussions with another Person to effect any of its Affiliates; transaction described in subpart (Ba) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investorabove.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill Period, it neither the Investor nor any of its Controlled Affiliates (collectively, the “Standstill Parties”) shall not, (and it such Investor shall cause its Controlled Affiliates not to), in any manner, directly or indirectly, or in concert with any other Personexcept as expressly contemplated by this Agreement and the Purchase Agreement: (i) directly or indirectly, acquire, offer to acquire, or agree to acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a tender, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equivalents; (ii) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or seek nominate for election to effect the Company’s Board of Directors any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported person whose nomination has not been approved by a majority of the Board; (ii) solicit proxies from Shareholders Company’s Board of Directors or form, join, support or participate cause to be voted in a group favor of such person for election to solicit proxies from Shareholders with a view to replacing the members Company’s Board of the BoardDirectors any Shares of Then Outstanding Common Stock; (iii) purchasedirectly or indirectly, make any public announcement with respect to, or submit a proposal for or offer of any transaction, or agree to purchase encourage or negotiate to purchase support a (or a proposal for) a tender offer, exchange offer, merger, consolidation, acquisition, arrangement, business combination, recapitalization, sale or acquisition of all or substantially all assets or other extraordinary transaction involving the Company (an “Acquisition Proposal”) by any Securities Third Party, provided this clause shall not preclude the tender by the Investor or assets any permitted transferee of any securities of the Company, other than as contemplated Company in a Third Party Tender Offer or the Purchase Agreement vote by the Investor or such permitted transferee with respect to any Closing Document (as defined Acquisition Proposal in accordance with the Purchase Agreement), without the advance written authorization recommendation of the BoardBoard of Directors; (iv) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Board of Directors with respect to any matter, or seek to advise or encourage influence any Person proposing Third Party, with respect to voting of any Shares of Then Outstanding Common Stock of the foregoing Company; (including forming v) deposit any Shares of Then Outstanding Common Stock in a "group" voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock other than as contemplated by arrangements or agreements with other Standstill Parties; (vi) otherwise act or seek to control the Board of Directors or the management or policies of the Company; (vii) enter into discussions, negotiations, arrangements or agreements or act in concert or form, join or participate in a Group with any Third Party relating to the foregoing actions referred to in (i) through (vi) above or take any action that could reasonably be expected to require the require the Company to make a public announcement regarding the possibility of any such Person)events; or (vviii) make publicly request or propose in writing to the Company’s Board of Directors, any public announcement member(s) thereof or take any action in furtherance officer of the foregoingCompany that the Company amend, waive, or consider the amendment or waiver of, any provisions set forth in this Section 2.1. (b) Notwithstanding anything in this Section 3.1(a), 2 to the Investor and its Affiliates shall not be restricted fromcontrary: (i) acquiring Securities with the prior written consent of the Company; Standstill Parties shall not be prohibited or restricted from making and submitting (iiA) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with Company and/or the Board of Directors, any Acquisition Proposal that is intended by a Standstill Party to be made and submitted on a non-publicly disclosed or announced basis, or any confidential request for the Company with respect and/or the Board of Directors to the terms waive, amend or provide a release of any provision of this Section 2.1 (whether or not in connection with such proposal, Acquisition Proposal); and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of (B) to the Company, such consent not to be unreasonably withheld; the Board of Directors, and/or the Company’s stockholders, following any Acquisition Proposal received (iiior entered into) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends , the Board of Directors or similar distributions made by the Company; (ix) provided that ’s stockholders by any Person or Group other than the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake that is, was or becomes, publicly disclosed or announced other than by the Standstill Parties in contravention of this Agreement (including as a result of being approved by the Board or otherwise the subject of any agreement, contract or understanding with the Company) (the “Original Public Acquisition Proposal”), a Qualifying Public Acquisition Proposal (which such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excludingQualifying Public Acquisition Proposal may, for the avoidance of doubt, include requests for the Company and/or the Board to waive, amend or provide a release of any shareholder who is acquiring voting securities provision of Section 2.1(a)), or from taking any other action, whether or not otherwise restricted by Section 2.1(a), in connection with making, submitting, negotiating, effectuating or implementing any such Qualifying Public Acquisition Proposal (or any amendment, supplement or modification thereto) provided that, in the case of this sub-clause (B), the right of the Company as part Standstill Parties to make, submit, negotiate, effectuate or implement a Qualifying Public Acquisition Proposal on a publicly disclosed and announced basis shall terminate with respect to the Original Public Acquisition Proposal if such Original Public Acquisition Proposal is publicly withdrawn (or terminated) (for the avoidance of doubt, an amendment, supplement or modification to, or replacement Acquisition Proposal in respect of, such Original Public Acquisition Proposal, shall not be deemed to be a withdrawal (or termination)) before the Standstill Parties initially publicly disclose or announce such Qualifying Public Acquisition Proposal; provided, further, that the immediately preceding proviso shall not prohibit or restrict the Standstill Parties from continuing, amending, supplementing or modifying, publicly or otherwise, any such Qualifying Public Acquisition Proposal that was initially publicly disclosed or announced prior to the public withdrawal (or termination) of the transactionOriginal Public Acquisition Proposal, or limit in any respect the rights of the Standstill Parties with respect to any subsequent Original Public Acquisition Proposal (whether or not made by the same Person or Group, and whether or not related in any manner to any previously withdrawn (or terminated) holding less Original Public Acquisition Proposal); (ii) the provisions of this Section 2 shall not, and are not intended to, restrict the manner in which any Investor Designee may (A) vote on any matter submitted to the Board of Directors, (B) participate in deliberations or discussions of the Board of Directors (including making suggestions or raising issues to the Board of Directors) in his or her capacity as a member of the Board of Directors, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board of Directors or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board of Directors. For purposes of clarity, other than 50as provided herein, any Investor Designee may participate fully in discussions, deliberations, negotiations or determinations, or other actions or matters with respect to which any other members of the Board of Directors participate, regarding any Acquisition Proposal, provided, that (1) such Acquisition Proposal is not made or submitted by the Standstill Parties and (2) the Investor has committed to the Company in writing not to make (directly or through its Affiliates) an alternate Acquisition Proposal with respect to such Acquisition Proposal; (iii) the restrictions in Section 2.1(a)(i) shall not prohibit the Investor Designee from receiving from the Company any equity or equity-based awards in connection with his or her service on the Board of Directors (or any committee thereof); and (iv) the restrictions in Section 2.1(a)(i) shall not prohibit the acquisition by the Standstill Parties of Common Stock or Common Stock Equivalents from (A) any Person on the open market, (B) any negotiated purchase from any Company stockholder or (C) from the Company pursuant to Section 2.2, provided that (i) the Standstill Parties shall not effect any such purchase to the extent such purchase will result in the Company having fewer than 350 Public Holders (as such term is defined in Rule 5005 of the Nasdaq Listing Rules) of Common Stock and (ii) in no event shall the Standstill Parties acquire beneficial ownership of shares of Common Stock that would result in the Investor and its Affiliates collectively owning shares of Common Stock that would exceed 19.9% of the voting securities Shares of Then Outstanding Common Stock; provided, however, that the resulting or surviving entityInvestor shall have the right to cure, or (II) all or substantially all of cause a Non-Controlled Affiliate to cure, within a reasonable time following written notice from the Company's assets being sold , any inadvertent contravention of such 19.9% beneficial ownership limitation caused by the beneficial ownership of Common Stock or Common Stock Equivalents by a Non-Controlled Affiliate of a Standstill Party to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization reasonable satisfaction of the Company; (D) provided, further, that any such contravention of such 19.9% beneficial ownership limitation does not, based on the appointment reasonable advice of a trusteecounsel to the Company, receiver, manager or other administrator violate Rule 5635 of the Company Nasdaq Listing Rules or any of its material properties applicable law or assets; or (E) cause the Company seeking protection to seek stockholder approval in relation thereto. (c) If any Non-Controlled Affiliate of the Investor takes any action that would be prohibited under this Section 2.1 by a Controlled Affiliate of the Bankruptcy and Insolvency Act (Canada)Investor, upon written notice from the Company, the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if Investor shall use its best efforts to take appropriate measures to remedy such action to the Company is in material default reasonable satisfaction of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorCompany.

Standstill. From the date of this Agreement and continuing through the Termination Date (a) The Investor covenants and agrees that, during the “Standstill Period”), it shall except pursuant to a transaction approved by the Board, the PL Capital Parties and their respective Affiliates will not, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (a) make, effect, initiate, cause or participate in (i) propose or seek to effect any Change acquisition of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority any assets of the Board; Company or its subsidiaries, (ii) solicit proxies from Shareholders any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or form, join, support extraordinary transaction involving the Company or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; its subsidiaries or (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets “solicitation” of “proxies” (as those terms are used in the proxy rules of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization SEC promulgated pursuant to Section 14 of the Board; (ivExchange Act) advise or encourage consents with respect to any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent securities of the Company; (iib) making form, join or participate in a confidential proposal to the Board regarding any “group” (as defined in Section 13(d)(3) of the transactions Exchange Act, and the rules promulgated thereunder) other than a group involving the PL Capital Parties, pooling agreement, syndicate or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company voting trust with respect to the terms beneficial ownership of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent securities of the Company, such consent or otherwise act in concert with another shareholder of the Company for the purpose of acquiring, holding, voting or disposing of the Company’s securities (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the membership of the group CHICAGO/#2137292.4 involving the PL Capital Parties as long as any additional member(s) acknowledges and agrees to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with bound by the terms of the Participation Rights set forth in Section 4.1this Agreement); (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease act, alone or in concert with others, to be of any force seek to control the management, Board or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities policies of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention seek to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) shareholders any class of outstanding voting securities of the Company being converted into cash or securities of another person business combination resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting control or surviving entity, or (II) all or substantially all a change in management of the Company's assets being sold ; (d) seek to call, or to request the call of, or call a special meeting of the shareholders of the Company; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, assist, induce or encourage any person other Person to take, or group enter into discussions with any third party with respect to the taking of, any action referred to in clauses “(a)”, “(b)”, “(c)” or “(d)” of this Section 5.2; (f) initiate or propose any shareholder proposal or induce or attempt to induce any other individual, firm, corporation, partnership, or other entity to initiate any shareholder proposal; and (g) other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization enforcement of the PL Capital Parties’ rights under this Agreement, otherwise act, alone or in concert with others, to encourage, facilitate, incite, or seek to cause others to instigate legal proceedings against the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties subsidiaries or assets; their respective officers, directors, or (E) employees. Notwithstanding anything herein to the Company seeking protection under the Bankruptcy and Insolvency Act (Canada)contrary, the Companies' Creditors Arrangement Act (Canada) foregoing limitations shall not be deemed to limit actions that may be taken by ▇▇. ▇▇▇▇▇▇ in the good faith discharge of his fiduciary duties as a member of the Company’s Board or similar legislation; or (ii) if the Company is in material default Bank’s Board of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorDirectors.

Standstill. From the date hereof until the later of (ai) The such time as it ceases to own any Securities and (ii) nine (9) months after the Investors are no longer entitled to appoint an Investor covenants and agrees thatDirector pursuant to the Certificate of Incorporation (such period, during the “Standstill Period”), each Investor agrees that it shall not, not and it shall cause its Affiliates not to: (a) acquire, or propose to acquire, beneficial ownership of any Securities or assets, or rights or options to acquire any Securities or assets, of the Company, including derivative securities representing the right to vote or economic benefits of any such Securities, other than (i) pursuant to a Permitted Offer, (ii) the acquisition of Preferred Stock and Warrants pursuant to the terms and conditions set forth in the SPA, (iii) upon the conversion of Preferred Stock and Class B Common Stock pursuant to the terms and conditions set forth in the SPA, the certificates of designation of such Preferred Stock and the Company’s Certificate of Incorporation, (iv) upon the exercise of Warrants, pursuant to the terms and conditions set forth in the SPA and such Warrant, and (v) pursuant to the terms and conditions set forth in Article III of this Agreement; provided, that the transfer of Securities among the Investors and to or from any special purpose company formed to hold the beneficial ownership of such Securities, to the extent in compliance with the transfer restrictions and procedures set forth in Section 9.1 of the SPA, shall not be deemed a violation of this Section 5.1(a), provided any such special purpose company is owned exclusively by the Investors and their controlled Affiliates; (b) make, or effect or commence, any tender or exchange offer, merger or other business combination involving the Company, other than pursuant to a Permitted Offer; (c) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, other than pursuant to a Permitted Offer; (d) make, or in any mannerway participate in, directly any Solicitation of proxies to vote or indirectlyconsent, or seek to advise or influence any Person with respect to the voting of, any Securities of the Company, or to become a Participant in any Election Contest with respect to the Company or grant a proxy to any other Person to vote any Securities held by such Investor; (e) form, join or in any way participate in a 13D Group with respect to, or otherwise act in concert with any Person in respect of, any Securities of the Company; provided, that the Investors’ formation of a 13D Group among themselves and any special purpose company formed to hold the beneficial ownership of such Securities shall not be deemed a violation of this Section 5.1(e); (f) otherwise act, alone or in concert with any other Person: (i) propose others, to seek representation on or seek to effect any Change of Control Transaction, including by entering into a support agreement control or lock-up agreement in respect of such a transaction, provided that for greater certaintyinfluence the management, the Investor and its Affiliates shall be permitted Board or the policies of the Company, except as expressly granted pursuant to tender to, vote in favour of, and/or enter into a support agreement the definitive agreements for the Transaction or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (iig) solicit proxies from Shareholders negotiate with or form, join, support or participate in a group provide any information to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing with respect to, or make and statement or proposal to any of the foregoing (including forming a "group" Person with any such Person); or (v) respect to, or make any public announcement or take proposal or offer with respect to, or act as a financing source for or otherwise invest in any action Person in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a)connection with, the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal or otherwise solicit, seek or offer to the Board regarding effect any of the transactions or activities contemplated in actions that are prohibited pursuant to this Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party5.1; or (xh) disposing of Shares by operation of a statutory amalgamationadvise, merger, arrangement, business combination assist or encourage any other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company Person in connection with any transactions or actions prohibited pursuant to the dissolutionforegoing (a)-(g). Notwithstanding the foregoing, liquidation, winding up, bankruptcy or similar reorganization nothing in this Section 5.1 shall restrict in any way the actions of the Company; (D) the appointment of any Investor Director in such person’s capacity as a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorDirector.

Standstill. (a) The Investor covenants Each member of the B▇▇▇▇▇ Group and Van den Broek agrees that, during the Standstill Period, he or it shall will not, and he or it shall will cause each of such member’s Affiliates or agents or other persons acting on his or its Affiliates behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to: (a) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, and will not nominate any candidate for election to the Board or oppose the directors nominated by the Board. (b) form, join in or in any mannerother way participate in a “partnership, directly limited partnership, syndicate or indirectlyother group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the B▇▇▇▇▇ Group or one or more Affiliates of a member of the B▇▇▇▇▇ Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement; (c) solicit proxies or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board (including van den Broek) at the 2008 Annual Meeting of Stockholders and each subsequent annual meeting of stockholders with respect to which the Board has nominated B▇▇▇▇▇ or van den Broek; (d) seek, in any capacity other than as a member of the Board, to call, or to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (or otherwise induce or encourage any other person to initiate such proposal or request) or otherwise acting alone, or in concert with any other Person: (i) propose or others, seek to effect any Change of Control Transaction, including by entering into a support agreement control or lock-up agreement in respect of such a transaction, provided that for greater certainty, influence the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement governance or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent policies of the Company; (iie) making effect or seek to effect, in any capacity other than as a confidential proposal to member of the Board regarding any of the transactions or activities contemplated in Section 3.1(a)(including, entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposalwithout limitation, and by entering into any agreement discussions, negotiations, agreements or understandings with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(athird person), tendering Shares offer or propose (whether publicly or otherwise) to a formal take-over bid for the Shares effect, or cause or participate in, or in any similar transaction by an arm's length third party; or way assist or facilitate any other person to effect or seek, offer or propose (xwhether publicly or otherwise) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination to effect or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: participate in (i) as any acquisition of the public announcement any securities (or public disclosure of (A) the commencement of a Credible Bidbeneficial ownership thereof), or an intention rights or options to undertake a Credible Bidacquire any securities (or beneficial ownership thereof), for voting or equity securities any material assets or businesses, of the Company or any of its Affiliates; subsidiaries, (Bii) any agreementtender offer or exchange offer, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase acquisition or other business combination transaction involving the Company or any of its Affiliatessubsidiaries, or an intention to make an offer (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Affiliates subsidiaries; (f) 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 undertake such a transactionany journalist, which would, if completed, result in (I) any class of outstanding voting securities member of the Company being converted into cash media or securities analyst) of another person resulting in shareholders (excludingany intent, for the avoidance of doubtpurpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any shareholder who is acquiring voting securities of the Company as part provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the transaction) holding less than 50% members of the voting securities B▇▇▇▇▇ Group or their Affiliates or Associates) to obtain any waiver, consent under, or any amendment of, any provision of this Agreement; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the resulting foregoing; or (h) take or surviving entity, cause or (II) all induce others to take any action inconsistent with any of the foregoing. It is understood and agreed that this Agreement shall not be deemed to prohibit B▇▇▇▇▇ or substantially all van den Broek from engaging in any lawful act in his capacity as a director of the Company's assets being sold to . It is understood and agreed that the B▇▇▇▇▇ Group shall not be responsible for any person or group (other than breach by van den Broek, and that van den Broek shall not be responsible for any breach by the Investor); (C) the commencement B▇▇▇▇▇ Group, of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default term of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorAgreement.

Standstill. (a) The Investor covenants and Each Holder hereby agrees that, during for a period of eighteen (18) months beginning on the Standstill Perioddate hereof, it shall not, and it shall cause its Affiliates not to, in neither such Holder nor any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender (and neither it nor its Affiliates will assist or encourage others to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; : (iia) making a confidential proposal acquire or agree, offer, seek or propose to the Board regarding any acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms Exchange Act) of any such proposal, and entering into voting securities or direct or indirect rights or options to acquire any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any subsidiary thereof, or of its Affiliates; any successor to or person in control of the Company, other than pursuant to the Exchange Agreement, conversion of the Series D Preferred Stock, or exercise of warrants currently owned by Ares, (Bb) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company’s Board of Directors, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of the Company, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing, (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination extraordinary transaction involving the Company or its securities or assets, (d) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing, (e) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing or (f) request the Company or any of its Affiliatesrepresentatives, directly or indirectly, to amend or waive any provision of this paragraph; provided, however, that this Section 5 shall not in any way (a) limit the rights and remedies of Ares pursuant to the Ares Credit Agreements, or an intention to make an offer (b) apply to the Company or release of Trust Shares (as defined in the Voting Trust Agreement) to any of its Affiliates Investor pursuant to undertake such a transactionthe Voting Trust Agreement; provided further, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excludingthat, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company Parties hereto acknowledge and agree that the restrictions set forth herein with respect to each Holder, as part of the transactionapplicable, in this Section 5 shall only be enforceable (a) holding less than 50% of the voting securities of the resulting or surviving entity, or against such Holder and (IIb) all or substantially all of by the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. None of the Shareholders may (a) The Investor covenants and agrees that, during the Standstill Period, it shall not, and it each Shareholder shall cause its Affiliates that are controlled by it, not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company;Board, directly or indirectly: (iia) making a confidential proposal to the Board regarding publicly propose that any of the transactions Shareholder or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms any Affiliate of any such proposalShareholder enter into, and entering into directly or indirectly, any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of merger or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, other business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease propose to be of any force purchase directly or effect: (i) as indirectly, a material portion of the public announcement equity or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities assets of the Company or any of its Affiliates; Subsidiaries, or make any such proposal privately in a manner or in terms such that it would reasonably be expected to require the Company to make a public announcement regarding such proposal; (b) attempt to, or participate in an attempt to, solicit the support of other shareholders of the Company for any resolution to be considered at any meeting of the shareholders of the Company which has not been proposed by the Board; (c) form, join or participate in or encourage the formation of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities of the Company, other than a group consisting solely of Shareholders and the Affiliates controlled by them and other persons with respect to whose Premier shares any Shareholder has beneficial ownership on the date hereof. (d) deposit any Restricted Securities of the Company into a voting trust or subject any such Restricted Securities to any arrangement or agreement with respect to the voting thereof, other than (x) any such trust, arrangement or agreement (i) the only parties to, or beneficiaries of, which are Shareholders or any Affiliates controlled by them and (ii) the terms of which do not require or expressly permit any party thereto to act in a manner inconsistent with this Agreement; (e) except in accordance with Section 5.1, seek election to or seek to place a representative on the Board or seek the removal or the non- reappointment of any member of the Board; (f) requisition or seek to have requisitioned or called any meeting of the shareholders of the Company or requisition or seek to have requisitioned the proposing of any resolution at any meeting of the shareholders of the Company; (g) (A) solicit, seek to effect, negotiate with or provide non-public information to any other person with respect to, (B) make any agreementstatement or proposal, arrangement whether written or understanding in oral, to the Board or any director or officer of the Company with respect to, or (C) otherwise make any public announcement or proposal whatsoever with respect to, any form of a merger, amalgamation, arrangement, asset purchase or other business combination transaction (with any person) involving a change of Control of the Company or the acquisition of a substantial portion of the equity securities or assets of the Company or any of its AffiliatesSubsidiaries, including a merger, consolidation, tender offer, Takeover Offer, exchange offer or liquidation of the Company's assets, or an intention to make an offer any scheme of arrangement, restructuring, recapitalization or similar transaction with respect to the Company or any of its Affiliates Subsidiaries; provided, however, that the foregoing shall not (x) apply to undertake any discussion between or among the Shareholders or any of their respective agents or representatives or (y) in the case of clause (B) above, be interpreted to limit the ability of any Shareholder, or any designee of any Shareholder, on the Board to make any such statement or proposal or to discuss any such proposal with any officer or director of, or advisor to, the Company or advisor to the Board or to the Board itself unless, in either case, it could reasonably be expected to require the Company to make a transactionpublic announcement regarding such discussion, which would, if completed, result in statement or proposal; (Ii) enter into (or remain a party to) any class agreement or understanding (whether formal or informal) which provides for two or more of outstanding voting securities the parties thereto to co-operate with a view to obtaining or consolidating control of the Company being converted through the acquisition by any of them of any beneficial ownership in Restricted Securities; (ii) enter into cash any agreement, arrangement, understanding or securities transaction or do or omit to do anything as a result of another which it (either alone or with any other person) will become obliged or required (whether under the Takeover Code or otherwise) to make any Takeover Offer; (iii) encourage or co-operate or assist or enter into any agreement or arrangement with any person resulting relating to or connected with the making of a Takeover Offer; (iv) make, accept or reject any Takeover Offer, or vote on any resolution of the Company concerning a Takeover Offer, other than in shareholders accordance with the recommendation of the Board; (excludingv) sell or transfer, or agree to sell or transfer, any Restricted Securities to (A) the offeror of any Takeover Offer, or any person acting in concert with him, or (B) any person whom the Shareholder knows intends to, or whom the Shareholder has reason to believe might, make a Takeover Offer or anyone whom the Shareholder knows to, or has reason to believe might, be acting in concert with such a person; (i) otherwise act, alone or in concert with others, to seek to control or influence the management or policies of the Company (except for (A) to the extent permitted hereby, voting as a holder of Restricted Securities and (B) for actions taken as a director or officer of the Company); (j) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, or make any such disclosure privately if it could reasonably be expected to require the Company to make a public announcement regarding such intention, plan or arrangement; or (k) advise, assist (including by knowingly providing or arranging financing for that purpose) or knowingly encourage any other person in connection with any of the foregoing. For the avoidance of doubt, any shareholder doubt nothing herein shall prevent the Shareholders who is acquiring voting securities are directors of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entityfrom engaging in discussions with other directors, or (II) all or substantially all of the Company's assets being sold which discussions relate to any person or group (other than the Investor); (C) the commencement of any proceeding matters which are not initiated by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorShareholders.

Standstill. (a) The Investor covenants and agrees thatUntil such time as Holder owns less than 50% of the Warrant Shares, during the Standstill Period, it shall not, and it shall cause neither Holder nor any of its Affiliates shall (i) directly or indirectly acquire, agree to acquire, or offer to acquire, beneficial ownership of any equity securities of Company, any warrant or option to purchase such securities, other than the Warrant Shares or as otherwise would not toresult in Holder’s beneficial ownership of Company Common Stock to exceed 4.9% of the total number of outstanding shares of Company Common Stock; (ii) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 8, or seek a release of such restrictions; (iii) deposit any Warrant Shares in a voting trust or similar arrangement or subject any Warrant Shares to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Warrant Shares to any Person not an Affiliate of Holder or Company management; (iv) make, or in any mannerway participate or engage in, directly or indirectly, or in concert with any other Person: (i) propose solicitation of proxies to vote, or seek to effect advise or influence any Change Person with respect to the voting of, any voting securities of Control TransactionCompany or any of Subsidiary of Company; (v) form, including join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Company or any subsidiary of Company except for any group constituting solely of Holder and any Affiliate of Holder, (vi) seek the removal of any directors from Company’s board of directors (other than in accordance with the Director Nomination Agreement) or a change in the size or composition of Company’s board of directors (including, without limitation, voting for any directors not nominated by entering into the board of directors); (vii) call, request the calling of, or otherwise seek or assist in the calling of a support agreement special meeting of the shareholders of Company; (viii) disclose any intention, plan or lock-up agreement arrangement prohibited by, or inconsistent with, the foregoing; or (ix) make, or take, any action that would reasonably be expected to cause Company to make a public announcement regarding any intention of Holder to take an action that would be prohibited by the foregoing; provided, however, that the foregoing shall not restrict Holder or its Affiliates from complying with applicable Law, or taking any action to enforce any rights or remedies in respect of such a transaction, provided that for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority of the Board; (ii) solicit proxies from Shareholders or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoingAncillary Documents. (b) Notwithstanding the foregoing, for so long as the restrictions in Section 3.1(a)8(a) apply, if Company’s board of directors decides to engage in a process that could give rise to a change of control of Company, Company shall invite ▇▇▇▇▇▇ to participate in such process on the Investor terms and its Affiliates shall not be restricted from: (i) acquiring Securities with conditions generally made available to the prior written consent other participants in such process. In addition, if requested by Company’s board of the Company; (ii) making directors, ▇▇▇▇▇▇ may submit a confidential private acquisition proposal to the Board regarding board and respond to any related inquiries from the board, provided that any such proposal shall be conditioned on approval of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Sharesboard. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Investor covenants and agrees that, during During the Standstill PeriodPeriod (as defined below), it Southeastern shall not, and it shall cause its Affiliates not towithout the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of Southeastern), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any mannermanner acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer): A. any material assets of the Company or any subsidiary of the Company; or B. any Common Stock, Voting Securities or Derivative Securities of the Company (x) other than in open market transactions that do not involve the issuance of Common Stock by the Company and (y) unless after giving effect to such acquisition Southeastern would Beneficially Own less than 690,000,000 shares of Common Stock (subject to appropriate adjustment to take into account any stock splits, subdivisions, stock dividends, combinations, reclassifications or similar events occurring after the date hereof); provided that Southeastern shall in no event make any such acquisition for its own account or on behalf of any Advisory Client if it or such Advisory Client is on the date of such purchase or would become, as a result of such purchase, a “5-percent shareholder” of the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (including all applicable attribution rules) (the “Code”); (ii) enter into any arrangements, understandings or agreements (whether written or oral) with any Person or take any action, that would cause, or have the effect of causing, directly or indirectly, (1) a “change of control” as defined in the indentures, supplemental indentures or in concert with credit agreements, as the case may be, relating to any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement in respect of such a transaction, provided that indebtedness for greater certainty, the Investor and its Affiliates shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect of a Change of Control Transaction supported by a majority borrowed money of the Board; Company or any of its subsidiaries or (ii2) solicit proxies from Shareholders or form, join, support or participate in a group the Company to solicit proxies from Shareholders with a view to replacing undergo an “ownership change” within the members meaning of the BoardCode; (iii) purchaseform, offer join or agree to purchase or negotiate to purchase participate in a Group in connection with any Securities or assets of the Company, other than as contemplated in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board;foregoing; or (iv) advise make or encourage any Person proposing any of cause the foregoing (including forming Company to make a "group" with any such Person); or (v) make any public announcement or regarding any intention of Southeastern to take an action which would be prohibited by any action in furtherance of the foregoing. (b) Notwithstanding Section 3.1(a)The term “Standstill Period” shall mean the period beginning on February 18, the Investor 2005 and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a)ending on February 18, entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares2015. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. Subject to the further provisions hereof: (a) The Investor covenants Other than as contemplated or permitted pursuant to this Agreement or any other Transaction Document (including, for the avoidance of doubt, as contemplated or permitted by Section 1(a)(v)(ii) of the Amended and Restated Rights Agreement), neither Purchaser nor any Affiliate of Purchaser, will, without the prior written consent of the Company Board, directly or indirectly, acquire any Voting Securities (except by way of stock dividends or other distributions or offerings made available to holders of Voting Securities generally on a pro rata basis), provided that nothing in this Section 6.9(a) shall restrict transfers of Voting Securities among members of the Elutions Group (as such term is defined in the Amendment to the Rights Agreement). (b) Other than as contemplated or permitted by the terms of this Agreement or any other Transaction Document, neither Purchaser nor any Affiliate of Purchaser shall deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities (including granting any proxy with respect to any Voting Securities of the Company or any Subsidiary to any Person not designated by the Company). (c) Other than as contemplated or permitted by the terms of this Agreement or any other Transaction Document (including, for the avoidance of doubt, as contemplated or permitted by Section 1(a)(v)(ii) of the Amended and Restated Rights Agreement), in addition to the foregoing, Purchaser agrees that, during without the Standstill Periodprior written consent of the Company Board, it shall will not, and it shall will cause each of its Affiliates not to, in any manner, directly or indirectly, alone or in concert with others, take any other Personof the actions set forth below: (i) propose own or seek to effect acquire, by purchase or otherwise (including, without limitation, any Change option or similar arrangement), any securities or assets of Control Transaction, including by entering into a support agreement the Company or lock-up agreement in respect any of such a transactionits Subsidiaries, provided that for greater certainty, the Investor and its Affiliates nothing in this Section 6.9(c)(i) shall be permitted to tender to, vote in favour of, and/or enter into a support agreement or lock-up agreement in respect restrict transfers of a Change of Control Transaction supported by a majority securities of the BoardCompany among members of the Elutions Group; (ii) solicit proxies from Shareholders make, effect or formcommence any tender or exchange offer, join, support merger or participate in a group to solicit proxies from Shareholders with a view to replacing other business combination involving the members Company or any of the Boardits Subsidiaries; (iii) purchaseform, offer join or agree to purchase or negotiate to purchase in any Securities or assets way participate in a “group” (within the meaning of Section 13(d)(3) of the Company, Exchange Act and Rule 13d-5(b) thereunder) which includes Persons other than as contemplated in members of the Purchase Agreement Elutions Group, with respect to any Voting Securities of the Company or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Boardits Subsidiaries; (iv) advise or encourage nominate any Person proposing or submit the name of any of Person to the foregoing (including forming a "group" with any such Person)Company for nomination for election to the Company Board; or (v) make initiate, propose at any public announcement meeting of stockholders, or take any action engage in furtherance the solicitation of proxies (within the meaning of the foregoingrules of the SEC) for, any change in the size or composition of the Company Board (except as expressly permitted in this Agreement), the removal of any directors or any amendment to the Bylaws relating to the procedures for calling, notice of or holding of stockholders' meetings (provided that Purchaser and its Affiliates may engage in discussions with third parties in regard to governance of the Company). (bd) Notwithstanding Section 3.1(a), the Investor Purchaser and its Affiliates shall not use commercially reasonable efforts to be restricted from: present, in person or by proxy, at all meetings of stockholders of the Company so that all Voting Securities beneficially owned by Purchaser and its Affiliates may be counted for the purpose of determining the presence of a quorum at such meetings. The covenants and agreements of Purchaser contained in this Section 6.9 will continue in full force and effect until the later of (i) acquiring Securities with the prior written consent fifth (5th) anniversary of the Company; Effective Date, or (ii) making a confidential proposal the date that all Ancillary Business Documents have terminated (following the effective date thereof) and none of the Warrants or the Note is outstanding. Notwithstanding anything to the Board regarding any of the transactions contrary herein, nothing in this Section 6.9 or activities contemplated in Section 3.1(a), entering into discussions otherwise shall prevent or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: prohibit (i) as any officers or employees of the public announcement or public disclosure of (A) the commencement of a Credible BidPurchaser, or an intention to undertake a Credible Bidany representatives or trustees of trusts for their or their family member’s benefit, for voting in each case who are not members of the Elutions Group, from owning, purchasing, or equity otherwise acquiring any Voting Securities or other securities of the Company or any of its Affiliates; (B) any agreementSubsidiaries provided such Persons do not coordinate the voting, arrangement holding, purchasing or understanding in respect selling of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving shares of stock of the Company with the Purchaser or any Affiliate of its Affiliates, Purchaser or an intention to make an offer to (ii) the Company Purchaser or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities from consulting or discussing with other stockholders of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for matters to be voted on by the avoidance of doubt, any shareholder who is acquiring voting securities stockholders of the Company as part (including, without limitation, the election of directors of the transactionCompany) holding less and the manner in which Purchaser or any such Affiliate intends to vote on such matters, provided that the Purchaser or any such Affiliates will not engage in a solicitation of proxies (within the meaning of the rules of the SEC), take any of the actions prohibited by Section 6.9(c)(v) or form, join or in any way participate in a “group” which includes Persons other than members of the Elutions Group, as provided in Section 6.9(c)(iii). Notwithstanding the foregoing provisions of this Section 6.9, if the Company enters into an agreement with a third party which, if consummated, would result in such third party beneficially owning 50% or more of the Company’s Voting Securities or acquiring 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all more of the Company's assets being sold ’s consolidated assets, Purchaser and its Affiliates shall be permitted to propose and take any actions specified in Section 6.9(c)(ii) and to solicit stockholders to vote in favor of, or tender their shares with respect to any person transaction proposed or group (other than the Investor); (C) the commencement of any proceeding commenced by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company Purchaser or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (CanadaAffiliates described in Section 6.9(c)(ii), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) Buyer agrees that from the date hereof until the earlier of (i) the date of a Change of Control, (ii) the seventh anniversary of the Closing Date, (iii) the date upon which the Level 3 Holders sell to one Person, in one transaction or a series of related transactions, Voting Securities or Convertible Voting Securities representing 5% or more of the Total Voting Power (assuming the conversion, exercise or exchange of all Convertible Voting Securities held by such Person and the members of any Group of which such Person is a member) if following such sale such Person, or any Group of which such Person is a member, would beneficially own Voting Securities representing 15% or more of the Total Voting Power (assuming the conversion, exercise or exchange of all Convertible Voting Securities held by such Person and the members of any Group of which such Person is a member) and (iv) the occurrence of a Section 6.04(e) Event (the "Standstill Period"), without the prior written consent of the Board of Directors, specifically expressed in a resolution adopted by a majority of the directors of the Corporation who are not designees of Buyer (or designees or representatives of any other Person who is acting in concert with Buyer with respect to a requested action), Buyer will not and will not permit its Affiliates to: (i) purchase or otherwise acquire, directly or indirectly, or agree or offer to purchase or otherwise acquire (except, in any case, (A) pursuant to the terms of this Agreement, (B) by way of a stock dividend, stock split, reclassification, recapitalization or other similar event by the Corporation, (C) pursuant to the exercise of the Warrants or (D) with prior written consent of the Board of Directors, specifically expressed in a resolution adopted by a majority of the directors of the Corporation who are not designees or representatives of Buyer (or designees or representatives of any other Person who is acting in concert with Buyer with respect to a requested action), any Voting Securities or Convertible Voting Securities if such purchase or acquisition would result in Buyer, the Buyer Members and any Group of which any of Buyer or any Buyer Member is a member, owning, directly or indirectly, 15% or more in the aggregate of the Total Voting Power (assuming the conversion, exercise or exchange of all Convertible Voting Securities held by Buyer, the Buyer Members and the members of any Group of which any of Buyer or any Buyer Member is a member); provided that if the Corporation shall issue any Voting Securities or Convertible Voting Securities in respect of which the Pro-Rata Offerees did not have the right to purchase their pro rata share under Section 5.04, the Pro-Rata Offerees shall be permitted to purchase in the open market or pursuant to one or more private transactions, the number of shares of such class of Voting Securities or Convertible Voting Securities as they would have been entitled to purchase if they had been entitled to purchase their pro rata share of such issuance under Section 5.04; (ii) solicit,"or become a "participant," directly or indirectly, in any "solicitation" of proxies (as such terms are defined under the Exchange Act) from any holder of Voting Securities or Convertible Voting Securities in connection with any vote or other action on any matter or agree or announce its intention to vote with any Person undertaking a "solicitation" with respect to the voting of any Voting Security; (iii) seek, propose (in a manner that is intended to require, or would reasonably be expected to require, public disclosure) or publicly make any statement inconsistent with the position of the Board of Directors with respect to, or otherwise participate in, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities (except as and to the extent specifically permitted by this Section 6.04), dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving the Corporation or any of its Subsidiaries; (iv) form, join or in any way participate in a Group with respect to any Voting Securities or Convertible Voting Securities; (v) grant any "proxies" (as defined under the Exchange Act) with respect to any Voting Securities to any Person (except as recommended by the Board of Directors of the Corporation) or deposit any Voting Securities or Convertible Voting Securities in a voting trust or enter into any other arrangement or agreement with respect to the voting thereof; (vi) otherwise act, alone or in concert with others, to control or seek to control or influence or seek to influence the management, Board of Directors or policies of the Corporation; (vii) seek, alone or in concert with others, representation on the Board of Directors (except with respect to any Buyer Member in his capacity as a member of the Board of Directors), or seek the removal of any member of the Board of Directors; (viii) make any publicly disclosed proposal or enter into any discussion regarding any of the foregoing; (ix) make any proposal, statement or inquiry, or disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing, or make or disclose any request to amend, waive or terminate any provision of this Section 6.04 or Section 6.02 or 6.03; or (x) have any discussions or communications, or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other Person in connection with any of the foregoing. (1) Nothing contained in this Section 6.04 shall be deemed in any way to prohibit or limit (i) the activities of Walter Scott, Jr. (or designees or representatives of any other ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ing in concert with Walter Scott, Jr. with respect to a requested action) acting in ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇ director of the Corporation or as a director of Level 3 Communications, Inc. or any Subsidiary thereof, (ii) Level 3 Communications, Inc. or any Subsidiary thereof or (iii) any transactions in the ordinary course of business between the Corporation and its Subsidiaries, on the one hand, and Buyer, the Affiliated Permitted Transferees, the Level 3 Holders or any of their respective Affiliates, on the other hand. (2) Notwithstanding anything contained in Section 6.04(a) of this Agreement to the contrary, the provisions of clauses (vi) through (x) of Section 6.04(a) of this Agreement shall not be applicable to any Qualified Director. (c) The Investor covenants following shall apply during the Standstill Period: Notwithstanding the provisions of Section 6.04(a), if the Corporation receives an indication of interest for a Takeover Proposal that it intends to consider, it will promptly notify Buyer of such fact. If thereafter or otherwise the Corporation shall propose to enter into negotiations with any Person regarding a possible Takeover Proposal (a "Negotiated Proposal"), then prior to entering into such negotiations, the Corporation shall notify Buyer that it proposes to enter into negotiations in respect of a Negotiated Proposal (a "Negotiation Notice") and agrees thatshall give Buyer a period of not less than four Business Days (the "Determination Period") to determine whether Buyer wishes to enter into negotiations with the Corporation regarding a possible Takeover Proposal (a "Buyer Proposal"). The Negotiation Notice shall provide only the following information: (i) if the Person making the Negotiated Proposal is proposing a transaction involving the use by such Person of cash consideration, (A) whether it will be Fully Financed (as defined below) at the time the Board may approve the Negotiated Proposal or (B) if it will not be Fully Financed, the identity of such Person and (ii) if the Person making the Negotiated Proposal is proposing a transaction involving the use by such Person of non-cash consideration, the identity of such Person and the form of consideration proposed to be used. If after the delivery of the Negotiation Notice, the Person making the Negotiated Proposal and the Corporation determine to change the form of consideration or the Fully Financed status changes, the Corporation will provide Buyer with another Negotiation Notice (which will commence a new Determination Period). The cash consideration to be delivered under a Negotiated Proposal will be "Fully Financed" for purposes hereof if either (i) the Person making the Negotiated Proposal has committed financing for such Negotiated Proposal or (ii) such Person is a publicly traded entity with an equity market capitalization of at least 200% of the equity market capitalization of the Corporation. (i) If within the Determination Period, Buyer or a Buyer Member notifies the Corporation that it wishes to negotiate regarding a Buyer Proposal, it shall be permitted to negotiate with the Corporation regarding a Buyer Proposal and Buyer or such Buyer Member (or designees or representatives of any other Person who is acting in concert with Buyer or such Buyer Member with respect to a requested action), shall recuse himself from consideration of the Negotiated Proposal and a Buyer Proposal. If the Board of Directors does not approve the Negotiated Proposal or a Buyer Proposal, Buyer's and the Buyer Member' rights to negotiate regarding a Buyer Proposal shall terminate. If the Board of Directors determines to approve the Negotiated Proposal, Buyer and each Buyer Member shall thereafter be permitted to (A) make a Buyer Proposal by way of a tender or exchange offer or otherwise and (B) take other actions in opposition to the Negotiated Proposal, and in support of a Buyer Proposal, that would otherwise be prohibited by Section 6.04(a) (other than clause (i) thereof, except pursuant to Buyer's or a Buyer Members's tender or exchange offer) (the actions referred to under clause (A) and (B) of this sentence, the "Permitted Actions"). If the Negotiated Proposal is rejected by the shareholders of the Corporation, Buyer's and the Buyer Members' rights to take Permitted Actions shall thereupon terminate; provided that if at such time Buyer or a Buyer Member has proposed a Buyer Proposal to the Corporation's shareholders and such Buyer Proposal is still pending, Buyer's and such Buyer Member's rights to take Permitted Actions shall continue until the earlier of (l) the date upon which the Buyer Proposal is rejected by the Corporation's shareholders and (2) 60 days after the date upon which the Negotiated Proposal was rejected. Upon the termination of Buyer's or a Buyer Member's rights to take Permitted Actions hereunder, Buyer and such Buyer Member shall take any action necessary to promptly terminate all proxies, agreements, Groups and other arrangements entered into that would have been prohibited under Section 6.04(a) but for the effect of this Section 6.04(c). (ii) If within the Determination Period, Buyer or a Buyer Member does not notify the Corporation that it intends to negotiate with the Corporation regarding a Buyer Proposal, Buyer and the Buyer Members shall not be permitted to negotiate with the Corporation regarding, or otherwise make, a Buyer Proposal and shall not be released from the restrictions contained in Section 6.04(a) at any time either before or after approval of the Negotiated Proposal by the Board of Directors with respect to such Negotiated Proposal. (d) If, during the Standstill Period, it the Board of Directors shall notapprove a process pursuant to which Takeover Proposals are to be solicited from one or more Persons, and it then the provisions of Section 6.04(c) shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose or seek to effect any Change of Control Transaction, including by entering into a support agreement or lock-up agreement apply in respect of such a transaction, provided process except that for greater certainty, (i) the Investor and its Affiliates Determination Period shall be permitted end no earlier than the day prior to tender to, vote the last date by which such Persons are required to submit Takeover Proposals (or in favour of, and/or the event that the Corporation determines to enter into a support agreement bona fide negotiation with one or lock-up agreement more participants in respect of a Change of Control Transaction supported by a majority of such process prior to such date, the Board; date upon which such negotiations shall begin) and (ii) solicit proxies from Shareholders the term "Negotiated Proposal" shall mean the Takeover Proposal(s) of one or form, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members more of the Board; (iii) purchase, offer or agree to purchase or negotiate to purchase any Securities or assets of the Company, other than as contemplated participants in the Purchase Agreement or any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Board; (iv) advise or encourage any Person proposing any of the foregoing (including forming a "group" with any such Person); or (v) make any public announcement or take any action in furtherance of the foregoingprocess. (b) Notwithstanding Section 3.1(a), the Investor and its Affiliates shall not be restricted from: (i) acquiring Securities with the prior written consent of the Company; (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposal, and entering into any agreement with the Company providing for the consummation of such proposal; provided that the Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of (A) the commencement of a Credible Bid, or an intention to undertake a Credible Bid, for voting or equity securities of the Company or any of its Affiliates; (B) any agreement, arrangement or understanding in respect of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result in (I) any class of outstanding voting securities of the Company being converted into cash or securities of another person resulting in shareholders (excluding, for the avoidance of doubt, any shareholder who is acquiring voting securities of the Company as part of the transaction) holding less than 50% of the voting securities of the resulting or surviving entity, or (II) all or substantially all of the Company's assets being sold to any person or group (other than the Investor); (C) the commencement of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization of the Company; (D) the appointment of a trustee, receiver, manager or other administrator of the Company or any of its material properties or assets; or (E) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the Investor.

Standstill. (a) The Each Investor covenants and agrees thatthat from the date of this Agreement until August 1, during 2023 (such period, the “Standstill Period”), it without the prior written approval of the Company, such Investor shall not, directly or indirectly, and it shall cause its Affiliates not to, in any manner, directly or indirectly, or in concert with any other Person: (i) propose acquire, agree to acquire, propose, or seek offer to effect acquire, by purchase or otherwise, more than 4.8% of any Change class of Control Transactioncommon stock of the Company without taking into account any: (A) Warrant Shares acquired in accordance with the Warrant Agreement; (B) Equity Interests issued pursuant to, including by entering into a support agreement or lock-up agreement and in respect of such a transaction, provided that for greater certaintyaccordance with, the Investor and its Affiliates shall be permitted to tender Subscription Agreements; and (C) any Equity Interests issued pursuant to, vote and in favour of, and/or enter into a support agreement accordance with Article I or lock-up agreement in respect Article II of a Change of Control Transaction supported by a majority of the Boardthis Agreement; (ii) solicit proxies from Shareholders make, engage in, or formin any way, join, support or participate in a group to solicit proxies from Shareholders with a view to replacing the members any “solicitation” of “proxies” (as such terms are used in Regulation 14 of the Board;Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Equity Interests of the Company in favor of the election of any person as a director who is not nominated pursuant to the Transaction Documents or by the Board of Directors (or its nominating committee) or in opposition of any individual nominated or designated for appointment or election to the Board of Directors by the Company (including any “withhold,” “vote no” or similar campaign even if conducted as an exempt solicitation); (iii) purchase, offer nominate any person as a director who is not nominated pursuant to the Transaction Documents or agree to purchase by the Board of Directors (or negotiate to purchase any Securities or assets of the Companyits nominating committee), other than as contemplated by making a non-public proposal or request to the Board of Directors (or its nominating committee) in a manner which would not require the Purchase Agreement Board of Directors or the Company to make any Closing Document (as defined in the Purchase Agreement), without the advance written authorization of the Boardpublic disclosure; (iv) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act), or knowingly advise, assist or encourage, or enter into any agreement with, any other Person, in connection with any action prohibited by this Section 4.4(a); (v) advise or knowingly assist or knowingly encourage or enter into any Person proposing any of the foregoing (including forming a "group" discussions, negotiations, agreements, or arrangements with any such Personother Persons in connection with the matters prohibited by this Section 4.4(a)(ii)-(iv); (vi) make public disclosure inconsistent with the requirements of this Section 4.4(a), or take any action that would reasonably be expected to require the Company to make any public disclosure with respect to the matters set forth in this Section 4.4(a); or (vvii) make publicly disclose any public announcement intention, plan, or take proposal with respect to any action in furtherance of the foregoing. (b) Notwithstanding the foregoing provisions of this Section 3.1(a)4.4, the Investor and its Affiliates shall not be restricted from: foregoing provisions of Section 4.4(a) (i) acquiring Securities with shall not, and are not intended to restrict in any manner how any Investor or its Affiliates votes its Equity Interests in the prior written consent of the Company; Company or exercises any rights under this Agreement, and (ii) making a confidential proposal to the Board regarding any of the transactions or activities contemplated in Section 3.1(a), entering into discussions or negotiations with the Board or the Company with respect to the terms of any such proposalshall not, and entering into are not intended to restrict in any agreement with the Company providing for the consummation of such proposal; provided that the manner any Investor shall not make any public disclosure of the making of or terms of such proposal except with the prior written consent of the Company, such consent not to be unreasonably withheld; (iii) acquiring Securities upon exercise, exchange or conversion of any Subject Securities in accordance with their respective terms; (iv) exercising any rights of the Investor under the Purchase Agreement or the Closing Documents; (v) acquiring Securities in accordance with the terms of the Participation Rights set forth in Section 4.1; (vi) acquiring Securities in accordance with the terms of the Top-Up Rights set forth in Section 4.2; (vii) participating in rights offerings conducted by the Company; (viii) receiving stock dividends or similar distributions made by the Company; (ix) provided that the Investor has not breached Section 3.1(a), tendering Shares to a formal take-over bid for the Shares or any similar transaction by an arm's length third party; or (x) disposing of Shares by operation of a statutory amalgamation, merger, arrangement, business combination or other statutory procedure involving the Company or the Shares. (c) Section 3.1(a) shall cease to be of any force or effect: (i) as of the public announcement or public disclosure of its Affiliates (A) the commencement of a Credible Bidfrom purchasing, holding or an intention to undertake a Credible Bidtrading any debt, for voting debt securities or equity securities loans of the Company or any of its Affiliates; , (B) any agreement, arrangement or understanding in respect their respective capacity as a lender of a merger, amalgamation, arrangement, asset purchase or other business combination transaction involving the Company or any of its Affiliates, or an intention to make an offer to the Company or any of its Affiliates to undertake such a transaction, which would, if completed, result or the holder of any interests received in (I) any class exchange for or in respect of outstanding voting securities indebtedness of the Company being converted into cash or securities any of another person resulting its Affiliates (including exercising, protecting, preserving or enforcing any rights, interests or remedies and/or taking any other actions, in shareholders (excluding, for the avoidance of doubt, each case in such capacity) or in any shareholder who is acquiring voting securities other capacity other than as a stockholder of the Company, or (C) from making any public announcement or statement (each, a “Response”) in response to any public announcement, proposal, offer or solicitation made by any other Person, provided, that at least two (2) days prior to making any such Response, the Investor shall provide the Company as part with prior written notice of the transactionInvestor’s or its Affiliate’s intention to make the Response and a draft of such Response, and the Company shall have a reasonable opportunity to provide comments to the draft Response, which comments shall be considered by such Investor or its Affiliate (as applicable) holding less in good faith if timely provided. (c) Notwithstanding the foregoing provisions of this Section 4.4, the restrictions set forth in this Section 4.4 shall terminate and be of no further force and effect if: (i) the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving more than 50% of the voting securities any class of the resulting or surviving entityCompany’s Equity Interests, or (II) all or substantially all of the Company's ’s assets being sold to (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance, or otherwise), (ii) any person Person or group (other publicly announces or commences a tender or exchange offer to acquire more than the Investor); (C) the commencement 50% of any proceeding by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or similar reorganization class of the Company; ’s Equity Interests, (Diii) the appointment a change of a trusteemajority of the membership of the Board of Directors (excluding any change approved by a majority of the directors serving on Board of Directors prior to such change), receiver, manager (iv) any action or other administrator purported action of the Company or any Fortress in violation of its material properties obligations, covenants or assets; agreements contained in Article III, (v) any Fortress Change Event, or (Evi) the Company seeking protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) an Event of Noncompliance or similar legislation; or (ii) if the Company is in material default of this Agreement and such default continues for a period of 30 days after the Company receives written Notice of such default from the InvestorMandatory Redemption Event occurs.