Common use of Standstill Clause in Contracts

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposalThe Investor agrees that during the Voting Period, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more no member of the outstanding voting shares of ACE, Investor Group shall directly or indirectly: (bi) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and Company; (ii) enter into any joint venture, securities lending or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities of the Exchange Act. The Stockholders also agree during 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; (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 period not to request ACE 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 its directors, officers, employees disposing of Voting Stock or agents), directly or indirectly, to amend or waive any provisions of this Section 8 Non-Voting Convertible Securities; (including this sentencevii) or take any action which might would reasonably be expected to require ACE the Company to make a public announcement regarding the possibility of a business combinationcombination or merger involving the Company or any of its Subsidiaries; (viii) publically 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 and the 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 extraordinary transactioneffect 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 any such offer or proposal that would, if consummated, result in a Change of Control of the Company, then, in each case in this clause (iv), the 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 (v) 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 Form 13D or Form 13G, provided that the Investor shall give the Company prior notice of such filing.

Standstill. The Stockholder agrees thatUntil the later of (i) the end of the Term (as such term is defined in that certain Collaboration Agreement, for a period of three years following dated the date hereof hereof, by and among the Company and Nestec Ltd. (the "Standstill Period"“Collaboration Agreement”)) and (ii) November 23, 2018 (the “Market Standoff Termination Date”), it will neither the Purchaser nor any of its Affiliates (as defined below) shall, directly or indirectly, without the prior written consent of a majority of the members of the Board of Directors of the Company (the “Board”) who are not affiliated with the Purchaser: a. effect or seek, offer or propose (and it will ensure that its affiliates (and whether publicly or otherwise) to effect, or announce any person acting on behalf of intention to effect or cause or in concert with it any way advise, assist, knowingly facilitate or encourage any affiliateother person to effect or seek, offer or propose (whether publicly or otherwise) will not)to effect, without ACE's prior written approvalor announce any intention to effect or cause: i. any acquisition, (a) purchase or otherwise acquire (or enter into obtaining any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACEeconomic interest in, any warrant right to direct the voting or option to purchase such securities, any security convertible into any such securitiesdisposition of, or any other right to acquire such with respect to, any securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Company or any of its affiliatessubsidiaries (or any rights, options or other securities convertible into or exercisable or exchangeable for such securities or any obligations measured by the price or value of any securities of the Company or any of its subsidiaries, including without limitation any swaps or other derivative arrangements (c“Derivative Securities”)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions pursuant to any agreement, arrangement or understanding, without the prior consent of the Board; ii. any tender or exchange offer, merger, consolidation, business combination or acquisition or disposition of assets of the Company or any of its subsidiaries; iii. any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or iv. any “solicitation” of “proxies” (as such terms are used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or consents to vote any voting securities of the Company, or become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 of the Exchange Act) or propose, or solicit stockholders of the Company for the approval of, any stockholder proposals with respect to the Company or seek to advise or influence any person with respect to the voting of any voting securities of the Company; b. form, join or in any way participate in a "“group" ” (within as defined under the meaning of Section 13(d)(3) of the Exchange Actsecurities laws) with respect to any securities of the Company or any securities convertible into Common Stock or any other voting securities of ACE the Company or otherwise act in concert with any person in respect of its subsidiaries, (d) any such securities; c. otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) the Company; d. take any action which would reasonably be expected to result in the Company or its representatives being obligated to make a public announcement regarding any of the types of matters set forth in this Section 1; e. enter into any discussions or arrangements with any third party with respect to any of the foregoing; or f. publicly disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing regarding any of the foregoing; provided, however, that matters referred to in this Section 8 1; provided that, the foregoing restrictions shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(iapply after (A) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding by the possibility Company of the initiation of any merger, consolidation, acquisition, scheme, business combination or other extraordinary transaction in which the Company or any of its subsidiaries is a business combinationconstituent corporation or party (a “Business Combination”) or (B) the submission of any bona fide offer or attempt by any third party to acquire all or a substantial portion of the securities or assets of the Company through any means, merger process or extraordinary transactionstructure, and: provided, further, that nothing in this Section 1 is intended to (X) restrict the Purchaser’s right to vote its shares of Common Stock purchased pursuant to the Purchase Agreement or otherwise in its discretion on matters brought to a vote of the stockholders of the Company, (Y) restrict the activities of the Purchaser or the discussions among the representatives of the Company and the Purchaser, in each case, as contemplated by the Collaboration Agreement or (Z) restrict the Purchaser’s or any of its Affiliates’ right to acquire any rights, title or interest in any options or other securities of the Company granted to members of the Board who are affiliated with the Purchaser.

Standstill. The Stockholder Shareholder covenants and agrees with VCIF that, for a period of three years following from the date hereof (through the "Standstill Period")termination of this Agreement pursuant to Section 8, it will not not, and will cause its respective principals, directors, general partners, members, officers, employees, agents (in each case, acting on the Shareholder’s behalf), affiliated persons (as defined in the Investment Company Act) and it will ensure that its affiliates (Representatives under the Shareholder’s control, and any person acting on behalf other Affiliates of the Shareholder (all such Persons, collectively, the “Shareholder Entities”), not to, directly or indirectly, alone or in concert with it other Persons (including by directing, requesting or suggesting that any affiliate) will notother Person take any of the actions set forth below), without ACE's prior written approvalunless specifically permitted in writing in advance by VCIF, take any of the actions with respect to VCIF as set forth below: (a) purchase effect, seek, offer, engage in, propose (whether publicly or otherwise acquire and whether or not subject to conditions) or cause, participate in or act to, or assist any other Person to effect, seek, engage in, offer or propose (whether publicly or enter into otherwise) or cause, participate in or act to: (i) any agreement “solicitation” of “proxies” or make become a “participant” in any proposalsuch “solicitation” as such terms are defined in Regulation 14A under the Exchange Act, including any proposal which otherwise exempt solicitation pursuant to clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b), in each case, with respect to securities of VCIF (including, without limitation, any solicitation of consents to act by written consent or call a special meeting of shareholders); (ii) knowingly encourage or advise any other Person or knowingly assist or act to assist any Person in so encouraging or advising any Person with respect to the giving or withholding of any proxy, consent or other authority to vote (other than such encouragement or advice that is made publicconsistent with the VCIF Board’s or ▇▇▇▇▇▇▇’▇ recommendation with respect to VCIF in connection with such matter or encouragement or advice solely amongst the Shareholder Entities) with respect to VCIF; (iii) engage, to purchase directly or otherwise acquireindirectly, in any short sale that derives all or substantially all of its value from a decline in the market price of VCIF (for the avoidance of doubt, the Shareholder and its Affiliates may short-sell broad based indices); (iv) any acquisition or agreement to acquire any voting or equity securities (or beneficial ownership thereof) of VCIF or direct or indirect rights or options to acquire, or instruments which are convertible into, any voting or equity securities of ACEVCIF, any warrant or option to purchase such securities, any security convertible into any such securitiesa material portion of the consolidated assets of VCIF, or any derivative securities or contracts the value of which is directly or indirectly tied to or derived from VCIF; (v) any tender or exchange offer, merger or other right business combination involving VCIF; (vi) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, VCIF; (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) form, join or in any way participate in a "any “group" ” (within the meaning of Section 13(d)(3) of the Exchange ActAct and Rule 13d-5(b)(1) thereunder) (other than a group that consists solely of members of the Shareholder Entities) with respect to VCIF; (c) deposit any securities of VCIF in any voting trust or subject any securities of ACE VCIF to any arrangement or agreement with respect to the voting of the securities of VCIF, including, without limitation, lend any securities of VCIF to any Person for the purpose of allowing such Person to vote such securities in connection with any shareholder vote or consent of VCIF or to sell such securities, other than any such voting trust, arrangement or agreement solely among the members of the Shareholder and its subsidiaries, Affiliates; (d) otherwise actseek, alone or in concert with others, (i) election or appointment to, or representation on, the VCIF Board, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the VCIF Board, (ii) the removal or resignation of any member of the VCIF Board, (iii) the removal or replacement of ▇▇▇▇▇▇▇ or any of its Affiliates as the investment adviser to VCIF, (iv) the alteration, modification, or termination of the Investment Advisory Agreement, or (v) to knowingly encourage any such actions in clauses (i) through (iv); (e) make any proposal for consideration by shareholders at any annual or special meeting of shareholders of VCIF (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or take any action (other than in accordance with this Section 6) with respect to any shareholder proposal or written consent in a manner that is not supported by the VCIF Board; (f) make a request for a shareholder list or other books and records of VCIF under Delaware law or any other statutory or regulatory provision; (g) seek to control or publicly influence ▇▇▇▇▇▇▇ with respect to VCIF, the management, VCIF Board of Directors or policies of ACEVCIF; (h) make any proposal with respect to (i) any change in the number or term of directors or the filling of any vacancies on the VCIF Board, (eii) disclose any intentionchange in the capitalization, plan share purchase program, dividend policy or arrangement inconsistent distribution policy of VCIF, (iii) any other material change in VCIF’s management, business or corporate structure with the foregoing respect to VCIF, or (fiv) assistany waiver, advise amendment or modification to the Organizational Documents of VCIF; (i) enter into any negotiations, arrangements or understandings with any Person with respect to any of the foregoing, or advise, knowingly assist or knowingly encourage others to take any other person in doing action with respect to any of the foregoing; providedor (j) publicly request (x) that VCIF, however, that this Section 8 shall not prohibit the purchase VCIF Board or other acquisition any of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to their respective Representatives amend or waive any provisions provision of this Section 8 6 (including this sentence) or (y) the VCIF Board to specifically invite the Shareholder Entities to take any action which might require ACE of the actions prohibited by this Section 6. Nothing in this Section 6 shall be deemed to make a prohibit the Shareholder Entities from communicating privately with the directors, officers, and advisors of VCIF (including Carlyle) so long as such private communications would not be reasonably expected to trigger public announcement regarding the possibility of a business combination, merger or extraordinary transactiondisclosure obligations for any Party.

Standstill. The Stockholder 10.1. From and after the Closing, without the prior consent of the Board, the Investor hereby agrees thatthat until such time as the earlier to occur of (x) it ceases to Beneficially Own 5% of the Total Voting Power, for and (y) a period of three years following Pending COC Event, the date hereof Investor shall not, and shall cause its directors, officers, employees, representatives and Affiliates controlled by (but not under common control with) the "Standstill Period"), it will not (and it will ensure that its affiliates (Investor and any person acting other Affiliates that have received Company Confidential Information, not to, on behalf of its behalf, directly or in concert with it or any affiliate) will not), without ACE's prior written approval, indirectly: (a) by purchase or otherwise otherwise, acquire, agree to acquire or offer to acquire Voting Stock or direct or indirect rights or options to acquire Voting Stock; (or b) enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesa short of, or any other right to acquire such trade in, derivative securities if upon any such purchase or acquisition the Stockholder owns or has representing the right to vote or economic benefits of Voting Stock or rights or options to acquire (whether Voting Stock, except to the extent necessary for the Investor to, directly or not presently) five percent or more indirectly, engage in a collared hedging transaction of the outstanding voting shares Common Stock following the conclusion of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, period set forth in Section 9; (c) formeffect or seek, join offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way knowingly assist, or knowingly facilitate any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in a "group" in, (within i) any acquisition of any Voting Stock or rights or options to acquire any Voting Stock, (ii) any tender or exchange offer, merger or other business combination involving the meaning Company, any of Section 13(d)(3) its Subsidiaries or assets of the Exchange ActCompany or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or written consents with respect to any voting securities Voting Stock of ACE or any of its subsidiaries, the Company; (d) initiate, make or submit any stockholder proposal, whether made pursuant to Rule 14a-8 under the Exchange Act or otherwise, or, except as expressly contemplated by this Agreement or the Certificate of Designations, otherwise seek the election or appointment to, or representation on, or the nomination of any candidate to, the Board; (e) deposit any Voting Stock in any voting trust or subject any Voting Stock to any arrangement or agreement with respect to the voting of any Voting Stock that is inconsistent with the voting obligations of the Investor hereunder; (f) except as expressly contemplated by this Agreement or the Certificate of Designations, otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of ACEthe Company or its Subsidiaries; (g) form, join or in any way participate in a “group” (ewithin the meaning of Section 13(d) disclose of the Exchange Act) with respect to the Company involving any intention, plan or arrangement inconsistent with of the foregoing or actions items described under clauses (a) through (f) assist, advise hereof; (h) knowingly take any action which would or encourage any other person would reasonably be expected to result in doing the Company having to make a public announcement regarding any of the foregoingactions described under clauses (a) through (f) hereof; or (i) otherwise take or cause any action inconsistent with any of the foregoing provisions of this Section 10.1. 10.2. Notwithstanding the provisions of Section 10.1, if at any time the percentage of the Total Voting Power Beneficially Owned by the Investor and its Affiliates (together, the “Investor Parties”) decreases as a result of an Excluded Issuance, the Investor Parties may acquire in the secondary market such additional number of shares of Common Stock necessary to maintain the Total Voting Power of the Company that the Investor Parties Beneficially Owned immediately prior to such Excluded Issuance (the “Additional Shares”). 10.3. Notwithstanding the provisions of Section 10.1, (I) nothing in this Agreement shall prohibit or restrict the Investor or its directors, officers, employees, representatives and Affiliates controlled by (but not under common control with) the Investor and any other Affiliates that have received Company Confidential Information, on its behalf, from, directly or indirectly, (i) acquiring, agreeing to acquire or offering to acquire Voting Stock or direct or indirect rights or options to acquire Voting Stock (v) pursuant to the issuance of Shares contemplated by Section 1.1 of this Agreement, (w) pursuant to the conversion of the Shares in accordance with the Certificate of Designations, (x) pursuant to any dividends or distributions on such Shares or Common Stock, (y) pursuant to Section 10.2 or (z) during a Permitted Purchase Period (provided, however, the Investor Parties shall be prohibited from purchasing additional shares of Common Stock during a Permitted Purchase Period if such purchase would result in the Investor Parties Beneficially Owning 25% or more of the Total Voting Power of the Company), (ii) following the conclusion of the period set forth in Section 9, consummating, soliciting, offering, seeking to effect and negotiating with any Person regarding a transfer of the capital stock of the Company Beneficially Owned by the Investor or its permitted assigns and transferees, (iii) disclosing the Investor’s intention with respect to the voting of any Voting Stock Beneficially Owned by it so long as such voting intention is consistent with the terms of this Agreement, or (iv) from exercising its rights related to the Preferred Directors in the Certificate of Designations and this Agreement and the exercise by such Preferred Directors of their rights and fiduciary duties as directors of the Company; and (II) if the Board determines to engage in a process that could give rise to a Change of Control, the Company shall invite and permit the Investor to participate in such process on the terms and conditions generally made available to the other participants in such process; provided, however, that if the Investor elects to participate in such process, the Preferred Directors shall recuse themselves from any further Board discussions relating to such process. 10.4. For purposes of this Section 8 shall not prohibit 10, a “Pending COC Event” means, the purchase earlier of (a) the date on which the Board (i) publicly recommends that the stockholders tender their shares to any Person who has publicly announced a tender or other acquisition exchange offer which, if consummated, would result in a Change of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and Control, or (ii) of the Exchange Act. The Stockholders also agree during fails to recommend that stockholders reject such period not to request ACE (an offer within 10 business days after its public announcement or its directors, officers, employees commencement or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE otherwise fails to make a “stop-look-and-listen” communication to the stockholders of the Company within such time period, (b) the execution by the Company of a definitive agreement which if consummated will result in a Change of Control, or (c) the public announcement regarding by the possibility Company that it recommends any transaction that, if consummated, would result in a Change of a business combination, merger or extraordinary transactionControl.

Standstill. The During the Term, none of the Stockholder agrees thatParties or any of their affiliates shall, for individually or collectively, directly or indirectly, unless specifically permitted in writing in advance by the Board: (a) acquire, or agree, offer, seek or propose to acquire ownership (including, but not limited to, beneficial ownership) of more than 28% of the outstanding Company Common Stock or any options, warrants, or other rights to acquire such ownership (including from a period of three years following the date hereof (the "Standstill Period"third party), it will being understood and agreed that the foregoing shall not preclude any Stockholder from exercising any option, warrant or other derivative security; (and it will ensure that its affiliates b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (and as such terms are defined or used in Regulation 14A under the Exchange Act) or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company, or initiate, propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals with respect to the Company, or induce or attempt to induce any other person to initiate any stockholder proposal, or seek to advise or influence any person acting on behalf or entity with respect to the voting of any voting securities of the Company; (c) alone or in concert with it others, seek to control the management, Board, policies or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more affairs of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Company or any of its subsidiaries or affiliates, or solicit, propose, seek to effect or negotiate with any other person with respect to any Significant Transaction, or announce or disclose an intent, purpose, plan or proposal with respect to the Company or any of its subsidiaries or any securities issued by the Company inconsistent with the provisions of this Section 4, including an intent, purpose, plan or proposal that is conditioned on or would require the Company to waive the benefit of or amend any provision of this Section 4, or assist, participate in, facilitate or encourage or solicit any effort or attempt by any person to do or seek to do any of the foregoing; (cd) nominate any person for election by the stockholders of the Company as a director of the Company who is not nominated by the then-incumbent directors, or propose any matter to be voted upon by the stockholders of the Company; (e) form, join in or in any way participate in a "partnership, syndicate or other “group" ” (within the meaning of as such term is used in Section 13(d)(3) of the Exchange Act) or assist others, directly or indirectly, in connection with respect to any voting securities of ACE or any of its subsidiaries, the foregoing; or (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (ef) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assistforegoing, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might that would require ACE the Company to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionany of the events described in the foregoing clauses (a) through (e).

Standstill. The Stockholder (a) Each of the Shareholders hereby agrees that, for a period of three years following from and after the date hereof until the earlier of the Effective Time of the Merger and the termination of the Merger Agreement, such Shareholder shall not, directly or indirectly, unless (i) specifically requested by Parent or (ii) expressly contemplated by the "Standstill Period"terms of this Agreement or the Merger Agreement: (i) sell, transfer, tender, pledge, encumber, assign, hypothecate, distribute, grant, gift, encumber, assign or otherwise dispose of (whether by merger, operation of Law or otherwise) (collectively, a “Transfer”), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, the record or beneficial ownership or both or voting power, of any or all of the Shareholder Owned Shares; (ii) enter into any voting agreement, proxy, consent or power of attorney with respect to, or deposit into a voting trust, the Shareholder Owned Shares; (iii) enter into any short sale with respect to the Common Stock or substantially identical property or enter into or acquire an offsetting derivative contract with respect to the Shareholder Owned Shares or substantially identical property; (iv) transfer any of the economic interest in the Shareholder Owned Shares or enter into any transaction that has such effect; (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 proposalpublic announcement with respect to, including any or submit a proposal which is made publicfor, to purchase or otherwise acquireoffer of (with or without conditions) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or extraordinary transaction involving an acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, Company’s securities or assets; (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (cix) form, join or in any way participate in a "“group" ” (within the meaning of as defined in Section 13(d)(3) of under the Exchange Act) in connection with respect to any voting securities of ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided; (x) seek, howeverin any way which may be reasonably likely to require, that involve or trigger public disclosure of such request pursuant to applicable Law, to have any provision of this Section 8 shall not prohibit the purchase 3.1 amended, modified or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(iwaived; (xi) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents)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 amend have the effect of preventing, impeding, interfering with or waive 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 8 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 sentenceAgreement). (b) Any Transfer in violation of Section 3.1(a) shall be void. Each Shareholder agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of its Shareholder Owned Shares and that this Agreement places limits on the voting of its Shareholder Owned Shares. (c) Prior to the termination of this Agreement in accordance with its terms, in the event that a Shareholder acquires record or take 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 notify Parent promptly of such acquisition. Such shares of Company Common Stock or voting interests shall, without further action of the 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 voting interests shall automatically become subject to the terms of this Agreement. (d) Prior to the termination of this 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 might require ACE to make a public announcement regarding alleges that the possibility execution and delivery of a business combinationthe Merger Agreement by the Company, merger or extraordinary transactionthe approval of the Merger Agreement by the Company Board, breaches any fiduciary duty of the Company Board or any member thereof or which otherwise challenges the Merger Agreement.

Standstill. The Stockholder agrees that, for a During the period of three years following commencing on the date hereof (of this Agreement and ending at the "Standstill Period")time the Seller and its Affiliates no longer beneficially own in excess of 5% of the voting securities of the Buyer, it will not (the Seller shall not, and it will ensure that shall cause its affiliates (Affiliates and any person Representatives, to the extent such Representatives are acting on behalf of such Seller or in concert with it its Affiliates, not to, directly or any affiliate) will not), without ACE's prior written approval, indirectly: (a) purchase effect or otherwise acquire seek, offer or propose (whether publicly or enter into otherwise) to effect, or cause or participate in, or in any agreement way knowingly assist (including, without limitation, through the provision of financing) any other Person to effect or make seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, (i) any proposal, including any proposal which acquisition of beneficial ownership (as such term is made public, to purchase or otherwise acquiredefined under the Exchange Act) of any securities of ACE, any warrant the Buyer or option to purchase such securities, any security securities or rights convertible into or exchangeable for any securities of the Buyer (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Buyer generally on a pro rata basis, provided that any such securitiessecurities so received shall be subject to this Section 5.16, Section 5.14 and Section 5.15), (ii) any acquisition of material assets of the Buyer, (iii) any tender or exchange offer involving the securities of the Buyer, or (iv) any merger, other right business combination, recapitalization restructuring, liquidation, dissolution or other extraordinary transaction with respect to acquire the Buyer. (b) engage, or in any way participate, in any “solicitation” (as such securities if upon any such purchase term is defined in Rule 14a-1(l) under the Exchange Act) of proxies or acquisition the Stockholder owns or has the right to acquire consents (whether or not presently) five percent relating to the election or more removal of directors); seek to advise, encourage or influence any Person with respect to the voting of any voting securities of the outstanding Buyer; initiate, propose or make any stockholder proposals, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise; induce or attempt to induce any other Person to initiate any such stockholder proposal; or otherwise communicate to any Person how it intends to vote any voting shares securities of ACE, (b) solicit proxies from the Buyer on any matter put to or proposed to be put to the stockholders of ACE the Buyer for their approval (whether at an annual or special meeting of stockholders of the Buyer, by written consent or otherwise) or otherwise seek to influence or control remove any director of the management or policies of ACE or any of its affiliates, Buyer; (c) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of as such term is used under the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries, the Buyer; (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board board of Directors directors or policies of ACE, the Buyer; (e) disclose take any intention, plan action that might force the Buyer to make a public announcement regarding any of the types of matters set forth in clause (a) or arrangement inconsistent with the foregoing or (b) above; or (f) assist, advise enter into discussions or encourage arrangements with any other person in doing third-party with respect to any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described matters set forth in Rule 13d-1(b)(1)(iclauses (a) and through (iie) of the Exchange Actabove. The Stockholders Seller also agree agrees during such period not to request ACE request, directly or indirectly, that the Buyer (or its directors, officers, employees or agents), directly or indirectly, to ) amend or waive any provisions provision of this Section 8 5.16 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction).

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase Until the earlier of the Closing or otherwise acquire June 1, 2009 (the “No Shop Period”), neither APlus nor the APlus Holders will (i) solicit or encourage any offer or enter into any agreement or make other understanding, whether written or oral, for the sale, transfer or other disposition of any proposalcapital stock or assets of APlus to or with any other entity or person, including except as contemplated by the Transaction, other than sales of goods and services by APlus in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal which is made publicfor any such sale, transfer or other disposition; or (iii) furnish to purchase any person or otherwise acquireentity (other than SPI, and its authorized agents and representatives) any securities nonpublic information concerning APlus r its business, financial affairs or prospects for the purpose or with the intent of ACE, permitting such person or entity to evaluate a possible acquisition of any warrant capital stock or option to purchase such securities, any security convertible into any such securities, assets of APlus. If either APlus or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares APlus Holders shall receive any unsolicited communication or offer, APlus or the APlus Holders, as applicable, shall immediately notify SPI of ACE, the receipt of such communication or offer. (b) During the No-Shop Period, SPI will not (i) solicit proxies from stockholders or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of ACE any capital stock or otherwise seek assets of SPI to influence or control with any other entity or person, except as contemplated herein, other than sales of goods and services by SPI in the management ordinary course of its business; (ii) entertain or policies pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than APlus, and its authorized agents and representatives) any nonpublic information concerning SPI or its business, financial affairs or prospects for the purpose or with the intent of ACE permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of SPI. If either SPI or any of its affiliatesSPI’s stockholders shall receive any unsolicited communication or offer, (c) formSPI or such SPI stockholder, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) as applicable, shall immediately notify APlus of the Exchange Act) with respect to any voting securities receipt of ACE such communication or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionoffer.

Standstill. The Stockholder Subject to Section 2.2 through Section 2.4, Priceline covenants and agrees with the Company that, for a period of three years following the date hereof (the "Standstill Period")Priceline shall not, it will and shall cause its Subsidiaries not (and it will ensure that its affiliates (and any person acting on behalf of to, directly or indirectly, alone or in concert with it or any affiliate) will not)others, without ACE's the prior written approvalconsent of the Company, take any of the actions set forth below (clauses (a) purchase through (f) below, collectively, the “Priceline Standstill”): (a) effect, offer or otherwise acquire propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or knowingly assist, or vote in favor of or authorize, encourage or solicit any other Person to effect, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any Equity Securities (or enter into any agreement beneficial ownership thereof) or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more material assets of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Company or any of its affiliatesSubsidiaries, including rights or options to acquire such ownership, (ii) any tender or exchange offer, merger, consolidation, amalgamation, scheme of arrangement, or other business combination involving the Company or any of its Subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries; (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined in the rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any voting securities of the Company or any of its Subsidiaries; (c) form, join or in any way participate in a "“group" ” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) in connection with respect any action contemplated by any of the foregoing; (d) subject to the rights of Priceline and any voting securities of ACE its Subsidiaries pursuant to this Agreement, the Transaction Agreements and the Marketing Agreement, otherwise act to seek to control, influence or change the management, Board, governing instruments, shareholders, policies or affairs of the Company or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, Subsidiaries; (e) disclose enter into any intentionnegotiations or arrangements with any third party, plan or arrangement inconsistent finance any third party, with the foregoing or (f) assist, advise or encourage any other person in doing respect to any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by or (f) make any person described in Rule 13d-1(b)(1)(ipublic disclosure inconsistent with clauses (a) and through (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agentse), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might that would reasonably be expected to require ACE the Company to make a any public announcement regarding disclosure with respect to the possibility of a business combination, merger or extraordinary transactionmatters set forth in clauses (a) through (e).

Standstill. The Stockholder agrees thatUntil the Termination Date, for a period the Engaged Group shall not, and shall cause each of three years following the date hereof (the "Standstill Period")its Affiliates and Associates not to, it will not (and it will ensure that its affiliates (and directly or indirectly, in any person acting on behalf of manner, alone or in concert with it or any affiliate) will not)others, in each case without ACE's the prior written approval, waiver authorized by the Board: (a) purchase (i) acquire, cause to be acquired, or offer, seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining or forming 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 other Synthetic Equity Interests, or otherwise acquire (the taking of any such action, an “Acquisition”), beneficial ownership of any securities or assets of the Company (or enter into any agreement direct or make any proposal, including any proposal which is made public, to purchase indirect rights or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right options to acquire such securities if upon ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such purchase or acquisition Acquisition, the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Engaged Group or any of its affiliatesAffiliates and Associates holds, directly or indirectly, in excess of 9.9% of the Voting Securities, (ii) acquire, cause to be acquired or offer, seek or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of the Company or (iii) acquire, cause to be acquired or offer, seek or agree to acquire, ownership (including beneficial ownership) of any asset or business of the Company or any right or option to acquire any such asset or business from any person, in each case other than securities of the Company; (b) except as otherwise provided in Section 1, (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any action in respect of the removal of any director, (ii) seek or knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, (iii) submit, or seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Stockholder Meeting, (v) publicly seek to amend any provision of the Charter, the Bylaws, or other governing documents of the Company (each as may be amended from time to time), or (vi) take any action similar to the foregoing with respect to any subsidiary of the Company; provided, however, that nothing in this Agreement shall prevent the Engaged Group or its Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) so long as such actions do not create a public disclosure obligation for the Engaged Group or the Company and are undertaken on a basis reasonably designed to be confidential as between the Company and the Engaged Group or between the Engaged Group and persons whom it contacts as potential director candidates in connection with the 2024 Annual Meeting; (c) solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any person (other than the Company) in, any “solicitation” of any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter); provided, however, that the foregoing shall not restrict the Engaged Group from stating how it intends to vote with respect to an Extraordinary Transaction, if any, in accordance with Section 2 and the reasons therefor; (d) (i) grant any proxy, consent or other authority to vote with respect to any matters other than to the named proxies included in the Company’s proxy card for any Stockholder Meeting or as otherwise permitted by the provisos in Section 2 or (ii) deposit or agree 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 agreement or arrangement with respect to the voting of such securities (including a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (e) knowingly encourage, advise or influence any person or knowingly assist any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no,” or similar campaign), in each case other than such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such matter or permitted by Section 3(c) with respect to an Extraordinary Transaction; (f) without the prior written approval of the Board, separately or in conjunction with any other person 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, publicly propose, suggest or recommend, or in a manner that the Engaged Group is required under applicable law, rule or regulation to disclose publicly, any Extraordinary Transaction; provided, however, that nothing in this Section 3 shall be interpreted to prohibit the Engaged Group from proposing, suggesting or recommending any Extraordinary Transaction privately to the Company so long as any such action is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (g) form, join join, encourage the formation of, or in any way participate in a "group" any partnership, limited partnership, syndicate or group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities Voting Securities (other than a group that includes all or some of ACE the members of the Engaged Group, but does not include any other entities or persons that are not members of the Engaged Group as of the date hereof; provided that nothing herein shall limit the ability of an Affiliate of the Engaged Group to join such group following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement); (h) make or publicly advance any request or proposal to amend, modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided that the Engaged Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (i) make a request for a list of its subsidiariesthe Company’s stockholders or for any books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law; or (j) enter into any discussion, (d) otherwise actnegotiation, alone agreement, arrangement or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing understanding concerning any of the foregoing; providedforegoing (other than this Agreement) or encourage, howeverassist, that solicit, seek, or seek to cause any person to undertake any action inconsistent with this Section 8 shall not prohibit 3. Notwithstanding anything in this Agreement to the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of contrary, the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any foregoing provisions of this Section 8 3 shall not be deemed to restrict the Engaged Group from: (including i) communicating privately with the Board or any of the Company’s officers 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, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this sentenceSection 3 or Section 6, or (iii) or take making any action which might require ACE public disclosure necessary to make a public announcement regarding comply with any Legal Requirement (as defined below). Furthermore, for the possibility avoidance of a business combinationdoubt, merger or extraordinary transactionnothing in this Agreement shall be deemed to restrict in any way the Company directors in the exercise of their fiduciary duties under applicable law as directors of the Company.

Standstill. The Stockholder agrees that, for a period of three years following From the date hereof (through the "Standstill Period")Termination Date, it will not (no Holder shall, and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, each Holder agrees to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more cause each member of the outstanding voting shares of ACE▇▇▇▇▇▇▇ Group not to, directly or indirectly: (bi) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliatesmake, (c) formengage in, join or in any way participate in, any “solicitation” of “proxies” (as such terms are used in a "group" the Commission’s proxy rules but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote or otherwise solicit consents from or conduct any referendum of shareholders, (within ii) call, seek to call, direct or request any meeting of shareholders of the meaning Company, (iii) submit or be the proponent of Section 13(d)(3) any proposal for consideration at any meeting of shareholders of the Company (including pursuant to Rule 14a-8 promulgated under the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries), (div) seek representation on the Board, seek the removal of any member of the Board or otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoingCompany; provided, however, that this nothing herein will limit the ability of the ▇▇▇▇▇▇▇ Group to nominate a replacement director(s) in accordance with Section 8 1.02 hereof, (v) engage in any course of conduct with the purpose of causing other Company shareholders to vote contrary to the recommendation of the Board on any matter presented to them for a vote; provided however, such restriction shall not prohibit apply to any proposals that have been presented to shareholders for a vote prior to the purchase Standstill Termination Date that are related to a merger, acquisition or disposition of all or substantially all of the assets of the Company or other acquisition business combination involving the Company, (vi) make any request for any stockholder list or Company records, (vii) form, join, encourage, influence, advise or in any way participate in any “partnership, limited partnership, syndicate or other group” (within the meaning of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (iiSection 13(d)(3) of the Exchange Act. The Stockholders also agree during ) with respect to any securities of the Company or otherwise deposit or subject any securities of the Company to any voting trust or arrangement or agreement with respect to the voting thereof; provided, however, such period restrictions shall not apply to request ACE any “group” comprised solely of all or some lesser number of Holders, (viii) effect, seek, offer or propose any tender or exchange offer, merger, business combination, recapitalization, liquidation or other extraordinary transaction involving the Company or its directorssubsidiaries, officers(ix) sell, employees offer or agents)agree to sell, directly through swap or indirectlyhedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by the Holders to amend any third party, (x) enter into any discussions, negotiations, arrangements or waive understandings with any provisions Person other than the Company with respect to any of this Section 8 (including this sentence) the foregoing, advise, assist, encourage or seek to persuade or influence others to take any action which might require ACE with respect to make a public announcement regarding any of the possibility foregoing or announce any plan or proposal to take any action with respect to any of a business combination, merger the foregoing or extraordinary transaction(xi) publicly request any waiver or amendment of any of the foregoing provisions.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire Until the date that is the earlier to occur of (or enter into any agreement or make any proposal, including any proposal which i) the date that is made public, to purchase or otherwise acquirefive (5) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition years from the Stockholder owns or has the right to acquire (whether or not presently) five percent or more date of the outstanding voting shares of ACESeparation, and (bii) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliatesdate that is one (1) year following the Phase One Effective Date (as defined in the Offtake Agreement), (c) 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 ACE or any of its subsidiaries, (d) otherwise actInvestor will not, alone or in concert with others, to seek to control without the prior written consent of Corporation or influence the managementas otherwise expressly permitted under this Agreement: (i) effect, Board of Directors seek, offer or policies of ACEpropose, (e) disclose or in any intention, plan or arrangement inconsistent with the foregoing or (f) assist, way advise or encourage any other person Person to effect, seek, offer or propose (in doing each case, whether publicly or otherwise): (A) any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving the Corporation or any of its assets; (B) any recapitalization, restructuring, liquidation, dissolution, disposition of a material portion of the assets or other extraordinary transaction with respect to the Corporation or any of its assets; (ii) directly or indirectly make, or in any way participate in, any solicitation of proxies to vote, or seek to advise or influence any other Person with respect to the voting of any voting securities of the Corporation; (iii) otherwise act in a manner to seek to control the management, Board or the policies of the Corporation beyond the board and committee representation provided in this Agreement; (iv) enter into any arrangements, understandings or agreements, whether written or oral, with, or advise, finance, aide, encourage or act in concert with, any other Persons in connection with any of the foregoing; (v) make any public announcement of any intention to do or take any of the foregoing or take any action that could require the Corporation to make a public announcement with respect to any of the foregoing; providedor (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) The Investor will not, howeveralone or in concert with others, without the prior written consent of Corporation or as otherwise expressly permitted under this Agreement, Purchase any Equity Securities that would result in the Investor owning, or exercising control over, more than 20% of the then outstanding Common Shares. (c) Notwithstanding the foregoing, the limitations and prohibitions set forth in this Section 8 4.4 shall not prohibit apply to any confidential offer or proposal made by the purchase Investor or other its Affiliates to the Board and shall no longer apply from the earliest of (i) 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 Corporation would own less than 50% of the voting securities of ACE by any person described in Rule 13d-1(b)(1)(i) and the surviving Corporation, (ii) 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 Exchange Act. The Stockholders also agree during assets of the Corporation; or (iii) the date a third party enters into a definitive agreement to acquire, or acquires, “beneficial ownership” (as such period not to request ACE term is defined in the Securities Act (or its directors, officers, employees or agentsBritish Columbia), directly as amended) of more than 50% of the voting securities of the Corporation. In the event that the proposed transaction in (i), (ii) or indirectly(iii) is terminated, to amend or waive any provisions of the limitations and prohibitions set forth in this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction4.4 shall be reinstated.

Standstill. The Stockholder Each Seller agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will that such Seller shall not (and it will ensure that its affiliates (and any person a) acting on behalf of alone or in concert with it others, seek to affect or influence the control of the management or board of directors of Parent or the business, operations or policies of Parent; (b) deposit any affiliate) will not), without ACE's prior written approval, (a) purchase shares of Parent Class A Common Stock or otherwise acquire (securities exercisable or enter into any agreement exchangeable or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesshares of Parent Class A Common Stock, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has having the right to acquire (whether or not presently) five percent or more of the outstanding voting vote generally with shares of ACEParent Class A Common Stock (collectively "Parent Voting Securities") in a voting trust or subject any Parent Voting Securities to any proxy, (b) solicit proxies from stockholders arrangement or agreement with respect to the voting of ACE such Parent Voting Securities or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, other agreement having similar effect; (c) forminitiate or propose any stockholder proposal or make, join or in any way way, participate in, directly or indirectly, any "solicitation" of "proxies" to vote, other than in connection with the Merger and the Merger Agreement, or intentionally seek in an organized fashion to influence any person with respect to the voting of, any Parent Voting Securities in a manner inconsistent with the position of the board of directors of Parent or become "participant" in a "groupsolicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any matter; (d) join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act) with respect Act relating to any voting securities of ACE or any of its subsidiariesthe matters set forth in clauses (a), (db) otherwise act, alone or in concert with others, to seek to control (c); or influence the management, Board of Directors or policies of ACE, (e) disclose take any intention, plan or arrangement other action inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act9.10. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take 9.10 shall not apply to any action which might require ACE Seller following such time after the Exchange as such Seller cease to make a public announcement regarding beneficially own at least 25% of the possibility of a business combination, merger or extraordinary transactionExchange Shares acquired by such Seller in the Exchange.

Standstill. The Stockholder Each of the K Capital Parties jointly and severally agrees that, for without the prior written consent of the Board of Directors of the Company expressed in a resolution adopted by a majority of the directors, it shall not, and will cause each of its Affiliates not to, directly or indirectly, by purchase or otherwise, during the period of three years following from the date hereof through the tenth anniversary of the date of this Agreement: (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Standstill PeriodExchange Act"), it will not (and it will ensure that its affiliates (and ) of any person acting on behalf of the assets or in concert with it businesses of the Company or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACEthe Company (including, without limitation, any warrant debt, equity or option convertible securities) or any rights or options to purchase such securities, any security convertible into acquire any such securities, or ownership from any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, Person; (b) solicit proxies from stockholders make, or in any way participate in, directly or indirectly, any "solicitation" of ACE "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or otherwise written consents of shareholders with respect to, securities of the Company, or seek to advise, encourage or influence or control in any manner whatsoever any Person with respect to the management or policies voting of ACE or any securities of its affiliates, the Company; (c) form, join join, or in any way participate in a "group" (within the meaning of Section 13(d)(313d(3) of the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries, the Company; (d) arrange, or in any way participate in, any financing for the purchase of any securities or assets of the Company or securities convertible or exchangeable into any securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to control propose (with or without conditions) to the Company, or any of its stockholders, any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization, liquidation or similar transaction to or with any other Person or otherwise act, whether alone or in concert with others, to seek to control, change or influence the management, Board shareholders, board of Directors directors, or policies of ACEthe Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, consolidation, business combination, tender or exchange offer, recapitalization, or liquidation of the Company or any other acquisition of the Company, any acquisition of securities or any of the assets of the Company or any other similar transaction; (eg) call or participate in calling, any special meeting of the stockholders of the Company, or nominate any person for election as a director of the Company, or make any proposal to be considered and/or voted upon at any meeting of the stockholders of the Company, or induce or attempt to induce any other person to initiate any stockholder proposal or director nomination, or discuss or communicate with respect to any matter related to the business or affairs of the Company with the stockholders of the Company; (h) execute any written consent as shareholder with respect to the Company or its securities; (i) announce an intention to, or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing matters; (j) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; providedforegoing provisions; (k) advise, howeverassist, that this Section 8 shall not prohibit the purchase encourage or participate with any other acquisition of securities of ACE by Person in connection with any person described in Rule 13d-1(b)(1)(i) and (ii) action inconsistent with any of the Exchange Act. The Stockholders also agree during such period not foregoing provisions; or (l) publicly disclose any request to request ACE (amend, waive or its directors, officers, employees or agents), directly or indirectly, to amend or waive terminate any provisions provision of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionAgreement.

Standstill. The Principal Stockholder agrees that, for a period of three years following (i) from the date hereof until the Closing Date and (ii) from and after the "Standstill Period")Closing Date for so long as he shall be a Restricted Stockholder up to and including the tenth anniversary of the date of this Agreement, it will he shall not, and shall use his best efforts to cause his Affiliates not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not)to, without ACE's the prior written approvalconsent of the board of directors of Acquiror, (aA) purchase or otherwise in any manner acquire, agree to acquire (or enter into any agreement or make any proposalproposal to acquire, including any proposal which is made public, to purchase directly or otherwise acquire) any securities of ACEindirectly, any warrant or option to purchase such securities, any security convertible into any such securities, Equity Securities of Acquiror or any other right rights or options to acquire such securities if upon any such purchase Equity Securities (other than the shares of Acquiror Stock received by him in the Merger and other than options granted to directors of Acquiror), (B) propose to enter into, directly or acquisition the Stockholder owns indirectly, a merger or has the right other business combination involving Acquiror or propose to acquire (whether purchase, directly or not presently) five percent or more indirectly, a material portion of the outstanding voting shares assets of ACEAcquiror, (bC) solicit proxies from stockholders make, or in any way participate, directly or indirectly, in, any "solicitation" of ACE "proxies" (as such terms are used in Regulation 14A under the Exchange Act) to vote or otherwise consent or seek to advise or influence any Person with respect to the voting of, or control the management or policies granting of ACE or a consent with respect to, any Voting Securities of its affiliatesAcquiror, (cD) 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 for the purpose of acquiring, holding voting or disposing of any voting securities Equity Securities of ACE or any of its subsidiariesAcquiror, (dE) otherwise act, alone or in concert with others, to seek to control or influence in any public manner or public forum the management, Board of Directors management or policies of ACEAcquiror; provided, however, that the foregoing shall not limit the ability to vote any shares of any Equity Securities of Acquiror, (eF) disclose any intention, plan or arrangement inconsistent with the foregoing foregoing, (G) advise, assist (including by knowingly providing or (farranging financing for that purpose) assist, advise or encourage any other person Person in doing connection with any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase foregoing or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i(H) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action (other than in exercising his registration rights under the Registration Rights Agreement) which might require ACE Acquiror to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactiontransaction between the Principal Stockholder and Acquiror (including any of their respective Affiliates).

Standstill. The No Stockholder agrees thatshall, during the period commencing on the Closing Date and continuing for a period of three years following 12 months after the date hereof Closing Date (such period, the "“Standstill Period"”), unless such action shall have been specifically invited in writing by the Parent Board (it will being understood that execution of this Agreement by Parent does not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will notconstitute such an invitation), without ACE's prior written approvaland each Stockholder will direct its Representatives not to, directly or indirectly: (a) purchase effect or seek, offer or propose (whether publicly or otherwise acquire (and whether or enter into not subject to conditions) to effect or seek, or announce any agreement intention to effect or make any proposalseek, including any proposal which is made public, to purchase or cause or otherwise acquireparticipate in: (i) any securities of ACEacquisition of, or obtaining any economic interest in, any warrant right to direct the voting or option to purchase such securities, any security convertible into any such securitiesdisposition of, or any other right to acquire such securities if upon Right with respect to, any such purchase Parent Common Stock; (ii) any tender or acquisition the Stockholder owns exchange offer, consolidation, acquisition, merger, joint venture, business combination or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE extraordinary transaction involving Parent or any of its affiliatesSubsidiaries or all or a material portion of the assets of Parent or any of its Subsidiaries (except that any Stockholder or its Representatives may effect or pursue an acquisition of any assets offered for sale by Parent or any of its Subsidiaries); (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of its Subsidiaries; or (civ) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) or consents to vote any voting securities of Parent or any of its Subsidiaries from any holder of any voting securities of Parent or any of its Subsidiaries, or otherwise advise, assist or encourage any Person with respect to the voting of any voting securities of Parent or any of its Subsidiaries; (b) form, join join, become a member of, or in any way participate in or engage in negotiations, arrangements, understandings or discussions regarding, a "“group" ” (within the meaning of Section 13(d)(3Rule 13d-5(b)(l) of promulgated under the Exchange Act) with respect to any voting or other securities of ACE Parent or any of its subsidiariesSubsidiaries or any securities convertible into or exercisable or exchangeable for any voting or other securities of Parent or any of its Subsidiaries or otherwise act in concert with any Person in respect of any such securities; (c) call, request, or seek to have called any meeting of the stockholders of Parent or execute any written consent in lieu of a meeting of holders of any securities of Parent; (d) otherwise actseek, alone or in concert with otherspropose to seek, to seek representation on, or to control or influence influence, or to propose to control or influence, the Parent Board or the management, Board of Directors shareholders or policies of ACEParent or any of its Subsidiaries, or take any action to prevent or challenge any business combination or similar transaction to which Parent or any of its Subsidiaries is a party; (e) disclose any intention, plan request that Parent or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to Representatives amend or waive any provisions of this Section 8 (including 3.3, or make any public announcement with respect to the restrictions of this sentence) Section 3.3 or any plan, arrangement or intention with respect to any of the actions restricted by this Section 3.3 or take any action which action, or make or permit its Representatives to take any action, that might require ACE force Parent or any of its Subsidiaries to make a public announcement or other public disclosure regarding any of the possibility types of matters set forth in clause (a), (b), (c) or (d) above; or (f) advise, assist, or knowingly encourage, or direct any Person to advise, assist or knowingly encourage any other persons with respect to any of the conduct prohibited by this Section 3.3. Notwithstanding the preceding provisions of this Section 3.3, a business combinationStockholder and its Representatives may request any amendment, merger waiver or extraordinary transactionconsent described in clause (e) from, Parent’s Chief Executive Officer or Parent’s entire Board of Directors (or any committee thereof), as long as all such request is kept strictly confidential by such Stockholder and its Representatives and would not reasonably be expected to require public disclosure by any party pursuant to any applicable laws or stock exchange regulations.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase From the Closing Date until the Standstill Termination Date, the Investors will not, and will cause Abry Partners II, LLC and Abry Partners II, LLC’s controlled Affiliates not to, do any of the following: (i) engage in any “solicitation” of proxies or otherwise acquire consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or enter into consents (including, without limitation, any agreement or make solicitation of consents that seeks to call a special meeting of stockholders of Parent) to vote any proposalvoting securities of the Parent, including any proposal which is made public, in each case inconsistent with the recommendations of the Parent Board; (ii) grant a proxy with respect to purchase or otherwise acquire) the voting of any securities of ACEParent to any Person other than the Parent Board and executive officers of Parent; (iii) seek representation on the Parent Board, submit nominations for the election or removal of any warrant or option to purchase such securities, any security convertible into any such securitiesdirectors of Parent, or seek to remove any directors of Parent (in each case, other right to acquire such securities if upon any such purchase than with respect to, or acquisition in their capacity as, the Stockholder owns Series A Directors in accordance with the Parent Charter); (iv) initiate, propose, submit, encourage or has otherwise solicit stockholders of Parent for the right to acquire (whether or not presently) five percent approval of one or more stockholder proposals in a manner inconsistent with the recommendations of the outstanding voting shares of ACE, Parent Board; (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (cv) 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 ACE Parent, for the purpose of acquiring, holding, voting or disposing of any voting securities of Parent (in each case other than solely among the Investors and their Affiliates); (vi) advise, assist, knowingly encourage or influence, or direct any Person to do, or to advise, assist, knowingly encourage or influence, or direct any other Person to do, any of the following: (A) any of the foregoing or otherwise circumventing any of the limitations of this Section or (B) voting any voting securities of Parent in a manner inconsistent with the recommendations of the Parent Board; or (vii) make any request or submit any proposal to waive, terminate or amend the terms of this Section 7.16 other than through non-public communications with Parent. (b) Notwithstanding the foregoing, nothing in this Section 7.16 will limit: (i) the Investors’ ability to (1) either vote for, vote against or abstain from voting on, any proposal submitted for a vote of stockholders which is not initiated or conducted in violation of Section 7.16(a), (2) privately make and submit to the Parent and/or the Parent Board any proposal that is intended by the Investors to be made and submitted on a non-publicly disclosed or announced basis (and would not reasonably be expected to require public disclosure by any Person), (3) exercise rights as a holder of Series A Preferred Stock under the Parent Charter or any other Transaction Document or (4) in response to an unsolicited inquiry or proposal from any Person in respect of any action prohibited, or reasonably likely to be prohibited, by Section 7.16(a), to ascertain facts from the Person making such inquiry or proposal for the sole purpose of informing themselves about such inquiry or proposal and the Person that made it and to refer such Person to this Section 7.16 and to limit its conversation or other communication exclusively to such referral and such ascertaining of facts; (ii) any Series A Director in taking any action as a member of the Parent Board, including, without limitation, voting or otherwise taking any action in respect of his or her legal duties or otherwise acting in his or her capacity as a member of the Parent Board; or (iii) the Investors’ ability to dispose of any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any securities of the foregoing; providedParent, however, that this Section 8 shall not prohibit the purchase either publicly or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionprivately.

Standstill. The Stockholder Subject to Section 2.2 through Section 2.4, Priceline covenants and agrees with the Company that, for a period of three years following the date hereof (the "Standstill Period")Priceline shall not, it will and shall cause its Subsidiaries not (and it will ensure that its affiliates (and any person acting on behalf of to, directly or indirectly, alone or in concert with it or any affiliate) will not)others, without ACE's the prior written approvalconsent of the Company, take any of the actions set forth below (clauses (a) purchase through (g) below, collectively, the “Priceline Standstill”): (a) effect, offer or otherwise acquire propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or knowingly assist, or vote in favor of or authorize, encourage or solicit any other Person to effect, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any Equity Securities (or enter into any agreement beneficial ownership thereof) or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more material assets of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Company or any of its affiliatesSubsidiaries, including rights or options to acquire such ownership, (ii) any tender or exchange offer, merger, consolidation, amalgamation, scheme of arrangement, or other business combination involving the Company or any of its Subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries; (b) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined in the rules of the SEC) to vote, or seek to advise or influence any Person with respect to the voting of, any voting securities of the Company or any of its Subsidiaries; (c) form, join or in any way participate in a "“group" ” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) in connection with respect any action contemplated by any of the foregoing; (d) subject to the rights of Priceline and any voting securities of ACE its Subsidiaries pursuant to this Agreement, the Transaction Agreements and the Marketing Agreement, otherwise act to seek to control, influence or change the management, Board, governing instruments, shareholders, policies or affairs of the Company or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, Subsidiaries; (e) disclose enter into any intentionnegotiations or arrangements with any third party, plan or arrangement inconsistent finance any third party, with the foregoing or (f) assist, advise or encourage any other person in doing respect to any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by or (f) make any person described in Rule 13d-1(b)(1)(ipublic disclosure inconsistent with clauses (a) and through (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agentse), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might that would reasonably be expected to require ACE the Company to make a any public announcement regarding disclosure with respect to the possibility of a business combination, merger or extraordinary transactionmatters set forth in clauses (a) through (e).

Standstill. The Stockholder Recipient hereby agrees that, for a period of three two years following from the date hereof (the "Standstill Period")hereof, it Recipient and its Affiliates will not (and it neither Recipient nor its Affiliates will ensure that its affiliates (and any person assist, or provide or arrange financing to or for, others in order to), directly or indirectly, acting on behalf of alone or in concert with it others, unless specifically invited on an unsolicited basis in advance by Protection One: (i) acquire or any affiliate) will not)agree, without ACE's prior written approvaloffer, (a) purchase seek or otherwise propose to acquire (or enter into 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 agreement of the assets (other than in the ordinary course of business) or make any proposalbusinesses of Protection One, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesissued by Protection One, or any option or other right to acquire such ownership (including from a third party) or any other economic interest (through derivative securities if upon any such purchase or acquisition the Stockholder owns otherwise) in Protection One; (ii) seek or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek propose to influence or control the management or the policies of ACE Protection One or to obtain representation on the board of directors (or any committee thereof) of its affiliatesProtection One, (c) form, join or in any way solicit or participate in a "group" (within the meaning solicitation of Section 13(d)(3) of the Exchange Act) any proxies or consents with respect to any voting securities of ACE Protection One; (iii) seek or propose to have called, or cause to be called, any meeting of stockholders of Protection One; (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 Protection One or any of its subsidiaries, ; (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (evii) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i(viii) and (ii) of the Exchange Act. The Stockholders also agree during such period not seek to request ACE (or its directors, officers, employees or agents), directly or indirectly, to have Protection One amend or waive any provisions provision of this Section 8 (including 6. Recipient agrees to advise Protection One promptly of any inquiry or proposal made to it with respect to any of the foregoing, unless Recipient declines to discuss such inquiry or proposal with the party making it. Recipient further agrees that, during the period referred to in the first sentence of this sentence) or Section 6, neither it nor any of its Affiliates will, without the written consent of Protection One, take any initiative or other action which might with respect to Protection One or any of the subsidiaries of Protection One that is reasonably likely to require ACE Protection One to make a public announcement regarding (i) such initiative or other action, (ii) any of the activities, events or circumstances referred to in the preceding sentences of this Section 6, (iii) the possibility of a Transaction or any similar transaction between Protection One and any particular party or (iv) the possibility of Recipient or any other person acquiring control of Protection One, whether by means of a business combinationcombination or otherwise. Recipient represents to Protection One that neither it nor any of its Affiliates (other than individuals in their individual accounts and in de minimis amounts) owns (including, merger or extraordinary transactionbut not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) any securities of Protection One as of the date hereof.

Standstill. The Stockholder agrees that, for a period of three years following From the date hereof of this Agreement until the Expiration Date or until such earlier time as the restrictions in this Section 10 terminate pursuant to the terms of this Agreement (such period, the “Restricted Period”), each member of the Investor Group shall not, and shall cause its Affiliates and Associates (collectively, the “Restricted Persons”) not to, directly or indirectly, absent prior express written invitation or authorization by 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 "Standstill Period"“Exchange Act”)) of proxies or consents with respect to the election or removal of directors 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, it will not advise or influence any other Person or knowingly assist any Person in so encouraging, advising or influencing any Person with respect to the giving or withholding of any proxy, consent or other authority to vote (and it will ensure other than such encouragement, advice or influence that its affiliates (and any person acting on behalf of is consistent with the Board’s recommendation in connection with such matter or as otherwise permitted by this Agreement); c. form, join or act in concert with it any partnership, limited partnership, syndicate or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposalother group, including any proposal which is made public, a “group” as defined pursuant to purchase or otherwise acquireSection 13(d) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares Exchange Act and the rules promulgated thereunder, with any entity or person unaffiliated with the Investor Group 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 ACEa division, (b) solicit proxies from stockholders sale of ACE substantially all assets, recapitalization, restructuring, liquidation, dissolution or otherwise seek to influence or control extraordinary transaction involving the management or policies of ACE Company or any of its affiliatessubsidiaries (each, an “Extraordinary Transaction”) (c) form, join or in any way participate in a "group" (within it being understood that the meaning of Section 13(d)(3) of foregoing shall not restrict the Exchange Act) with respect to any voting securities of ACE Investor Group or any of its subsidiariesAffiliates 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); (di) otherwise actseek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to seek to control or influence the management, Board of Directors or policies of ACE(except as otherwise permitted in this Agreement), (eii) disclose seek, alone or in concert with others, or knowingly encourage any intentionPerson to seek, plan the removal of any member of the Board, (iii) request that, or arrangement inconsistent with knowingly encourage any Person to request that, the foregoing Company call any meeting of the Company’s stockholders, (iv) present any matter at any meeting of the Company’s stockholders, or (fv) assistconduct, advise or knowingly encourage any other person in doing any Person to conduct, a referendum of the foregoingCompany’s stockholders; provided, however, that nothing in this Section 8 Agreement shall prevent any member of the Investor Group or any of their Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the 2023 Annual Meeting so long as such actions do not prohibit create a public disclosure obligation for the purchase Investor Group or the Company and are undertaken on a basis reasonably designed to be confidential; f. make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); g. make any request for stock list materials or other acquisition books and records of securities the Company under the Delaware General Corporation Law or other statutory or regulatory provisions providing for stockholder access to books and records; h. except as set forth in this Agreement, make any public proposal with respect to (i) any change in the number or term of ACE by directors or the filling of any person described in Rule 13d-1(b)(1)(i) and vacancies on the Board, (ii) any material change in the capitalization of the Exchange Act. The Stockholders Company, (iii) any other material change in the Company’s management, business or corporate structure, or (iv) any waiver, amendment or modification to the Company’s Fourth Amended and Restated Certificate of Incorporation (as may be amended from time to time, the “Charter”) or Bylaws, or other actions which may impede the acquisition of control of the Company by any Person; i. enter into any negotiations, agreements or understandings with any Third Party to take any action that the Investor Group or any member thereof is prohibited from taking pursuant to this Section 10; j. institute, solicit, knowingly assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its current, former or future directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 10; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (i) bringing litigation to enforce the provisions of this Agreement, (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against a Restricted Person, (iii) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or (iv) exercising statutory appraisal rights; provided, further, that the foregoing shall also agree during such period not prevent the Restricted Persons from responding to request ACE or complying with a validly issued legal process (or and the Company agrees that this Section 10(j) shall apply mutatis mutandis to the Company and its directors, officersofficers and employees (in each case, employees acting in such capacity) and Affiliates with respect to the Investor Group in connection with the Company’s obligations set forth in the penultimate paragraph of this Section 10); or k. make any public request or agents)submit any public proposal, directly or indirectly, to amend or waive any provisions the terms of this Section 8 (including this sentence) or take any action Agreement, in each case which might require ACE would reasonably be expected to make result in a public announcement regarding of such request or proposal; provided, that the possibility restrictions in this Section 10 shall terminate automatically upon the earliest of (i) any breach of a material right of the Investor Group under this Agreement by the Company (including, without limitation, a failure to appoint the New Director in accordance with Section 1) upon five (5) business combinationdays’ written notice by any of the members of the Investor Group to the Company if such breach has not been cured within such notice period, merger provided that the Investor Group is not in material breach of this Agreement at the time such notice is given or extraordinary transactionprior to the end of the notice period, (ii) the Expiration Date, (iii) the announcement by the Company of a definitive 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, or (iv) the commencement of any tender or exchange offer (by a person other than a member of the Investor Group or its Affiliates) which, if consummated, 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 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. During the Restricted Period, the Company shall not adopt and shall not propose the adoption of any amendment to the Charter or Bylaws that would reasonably be expected to impair the ability of a stockholder to submit nominations for election to the Board or stockholder proposals in connection with any future annual meeting of stockholders of the Company, and nothing contained in this Section 10 shall prevent the Investor Group from (i) privately communicating with the Company or the Board regarding any matter, (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, (iii) communicating with stockholders of the Company and others in a manner that does not otherwise violate this Section 10 or Section 11 or (iv) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has jurisdiction over the Investor Group. Nothing in this Agreement shall prevent (a) the Company from responding to such Investor Group statements described in clause (ii) of the preceding sentence, subject to the obligations of the Parties under Section 11, or (b) the Company or the Investor Group 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 the Investor Group or any of its Affiliates or by the Company or any of its Affiliates, as applicable). Furthermore, for the avoidance of doubt, nothing in this Agreement shall be deemed to restrict in any way the New Director in the exercise of his rights or fiduciary duties under applicable law as a director of the Company.

Standstill. The During the Standstill Period, each Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), that it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) Affiliates will not), without ACE's the prior written approvalconsent of the Special Committee, directly or indirectly: (a) acquire, offer, seek or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise acquire (or enter into but excluding any agreement or make Excluded Acquisition), Beneficial Ownership of any proposal, including any proposal which is made public, Voting Stock if after giving effect to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any acquisition such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or would Beneficially Own more than 35% of the then outstanding voting shares of ACE, Voting Stock; (b) solicit proxies from make, or in any way participate, directly or 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 with respect to the voting of any Voting Stock, other than, with respect to any Stockholder that is serving as an officer or director of the Buyer, in such Stockholder’s capacity as an officer or director of the Buyer; provided, that, the Stockholders (together, and not individually) may seek to nominate and have elected in any such context the lessor of (i) one-third of the members of the Board of Directors of the Buyer and (ii) the number of members of the Board of Directors of the Buyer equal to the product of (x) the total number of members of the Board of Directors and (y) the aggregate percentage of then outstanding shares of Voting Stock that such Stockholders Beneficially Own, rounded down to the nearest whole number; (c) separately or in conjunction with any other Person submit to stockholders of ACE Buyer a proposal for or otherwise seek offer of (with or without conditions), any Extraordinary Transaction in which it is or proposes to influence be either a principal, partner or control the management financing source or policies of ACE is acting or any of its affiliates, proposes to act as broker or agent for compensation; (cd) form, join or in any way participate in a "group" 13D Group (within the meaning of Section 13(d)(3other than any Permissible Group Activities); (e) present at any annual meeting or any special meeting of the Exchange ActBuyer’s stockholders or through action by written consent any proposal for consideration for action by stockholders or propose nominees for election to the Board that would constitute in excess of the lessor of (i) one-third of the members of the Board of Directors of the Buyer and (ii) the number of members of the Board of Directors of the Buyer equal to the product of (x) the total number of members of the Board of Directors and (y) the aggregate percentage of then outstanding shares of Voting Stock that such Stockholders Beneficially Own, rounded down to the nearest whole number, or seek the removal of a majority of the members of the Board; (f) except as may be permitted by this section, grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Buyer’s proxy card for an annual meeting or a special meeting) or deposit any of the Voting held by such Stockholder in a voting trust or subject them to a voting agreement or other arrangement of similar effect; (g) make or issue, or cause to be made or issued, any public disclosure, statement or announcement (including the filing or furnishing 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) in support of ACE or against any solicitation described in clause (b) above, except as provided in (b) and (e) above; (h) request the Buyer or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents)representatives, directly or indirectly, to amend or waive any provisions provision of this Section 8 6.1; provided that any Stockholder may confidentially request the Buyer to amend or waive any provision of this Section 6.1 in a manner that would not be reasonably likely to require public disclosure by the Buyer or such Stockholder; (including this sentencei) except as may be required by law, disclose, with respect to matters considered at any meeting of stockholders of the Buyer, if such Stockholder voted its shares contrary to the recommendation of the Board of Directors of the Buyer on any matter; or (j) direct, instruct assist or encourage any other Person to take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionsuch action.

Standstill. The Stockholder agrees thatAs of the Effective Date, for a period except as previously disclosed to the Company in writing, the Investor and its Subsidiaries do not beneficially own any securities of three years following NII entitled to be voted generally in the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf election of or in concert with it directors or any affiliate) will notdirect or indirect options or other rights to acquire any such securities (“NII Securities”). From the Effective Date and so long as the provisions of this Section 6.11 are in effect, without ACE's prior written approvalexcept as specifically requested in writing by NII, none of the Investor or its Affiliates or any of the advisors to the Investor, (a) purchase will publicly propose or publicly announce or otherwise acquire (disclose an intent to propose or enter into or agree to enter into, singly or with any agreement other Person or make any proposaldirectly or indirectly, including any proposal which is made public, to purchase or otherwise acquire(i) any securities form of ACEbusiness combination, any warrant acquisition or option other similar transaction relating to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE NII or any of its affiliatesmaterial Subsidiaries, (cii) formany form of restructuring, join recapitalization or similar transaction with respect to NII or any of its material Subsidiaries, or (iii) any demand, request or proposal to amend, waive or terminate this Section 6.11; and (b) singly or with any other Person or directly or indirectly, (i) acquire, or offer, propose or agree to acquire, by tender offer, purchase or otherwise, NII Securities (including acquisition of beneficial ownership of any NII Securities or of any derivative positions or contracts, except any hedging activity or pursuant to the Call Agreement, whether or not cash settled, based on the value of any NII Securities) or any material assets, indebtedness or businesses of NII, (ii) make, or in any way actively participate in a "group" (within the meaning in, any solicitation of Section 13(d)(3) of the Exchange Act) proxies with respect to any voting securities NII Securities (including by the execution of ACE or any of its subsidiariesaction by written consent), (diii) otherwise actparticipate in a program or organized effort to influence any person with respect to the voting or disposition of any NII Securities, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (fiv) assistparticipate in or actively encourage the formation of any partnership, advise syndicate or encourage other group that owns or seeks or offers to acquire beneficial ownership of any other person in doing NII Securities or material assets, indebtedness or businesses of NII or for the purpose of circumventing any provision of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act6.11; ***. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 6.11 shall terminate and be of no further effect on the earlier of (i) ***, (ii) the time, if any, when NII enters into a definitive agreement providing for a merger, consolidation or other business combination transaction or commences a process by which it proposes to sell or dispose of itself or substantially all of its assets (or any business or Subsidiary, in which case the provisions of this Section 6.11 shall no longer apply with respect to such business or Subsidiary), (iii) the time, if any, when a tender offer or exchange offer is commenced by a third Person for equity securities of NII, or (iv) on the later of (A) the date on which the Investor and its Subsidiaries no longer own over 5% of the issued and outstanding NII Shares and (B) the date that is six months after the rights granted to the Investor pursuant to Article 7, including this sentence) the Special Approval Rights, have terminated. The foregoing shall in no way impact Investor’s rights to acquire, register or take any action which might require ACE to make a public announcement regarding dispose of NII Securities as contemplated by the possibility of a business combination, merger Transaction Documents or extraordinary transactionInvestor’s other rights under the Transaction Documents.

Standstill. The Stockholder (a) During the period commencing on the date of this Agreement and ending on the date of termination of this Agreement, each Bandera Party agrees that, for without the prior written consent of the Company, which consent shall have been specifically expressed in a period written resolution adopted by a majority vote of three years following all Board members other than the date hereof (the "Standstill Period")Bandera Directors, it will not not, and will cause each of its Affiliates, Associates (as such terms are defined in Section 12), officers, agents and it will ensure that its affiliates (and any person other Persons acting on its behalf not to: (i) 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 (as such term is defined in Section 12), by joining a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or otherwise, any Voting Securities (as such term is defined in Section 12), or otherwise become the beneficial owner (as such term is defined in Section 12) of any Voting Securities; provided, that no such acquisition shall be deemed to occur solely due to a stock split, reverse stock split, stock dividend, cancellation or repurchase of Voting Securities, reclassification, reorganization or other transaction affecting the Voting Securities generally. (ii) engage, or in concert with it any way participate, directly or indirectly, in any affiliate“solicitation” (as such term is defined in Rule 14a-1(l) will not), without ACE's prior written approval, (apromulgated by the SEC under the Exchange Act) purchase of proxies or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire consents (whether or not presently) five percent relating to the election or more removal of directors); seek to advise, encourage or influence any Person with respect to the voting of any Voting Securities in any manner other than that recommended by a majority of the outstanding Board; initiate, propose or otherwise “solicit” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) stockholders of the Company for the approval of stockholder proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise; induce or attempt to induce any other Person to initiate any such stockholder proposal; or otherwise communicate or seek to communicate with the Company’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided, that this Section 4(b)(ii) shall not prohibit any Bandera Party from (A) voting, in such manner as it may determine in its sole discretion, any of the Voting Securities reported as being beneficially owned by Bandera Partners on the Bandera 13D; provided, however, this subparagraph (A) shall only be applicable if the Bandera Party has been advised in writing by its outside counsel that voting shares such Voting Securities based upon the recommendation of ACEthe Board would breach a fiduciary duty owed to its investors, (bB) solicit proxies from stockholders of ACE or otherwise seek to influence or control communicating with the management or policies of ACE Company or any officer or director of its affiliates, the Company in a non-public manner or (cC) communicating with any Person who is an investor in any of the Bandera Parties in a non-public manner; (iii) form, join or in any way participate in a "any “group" ” (within the meaning of Section 13(d)(3) Rule 13d-5 of Regulation 13D-G under the Exchange Act) with respect to any Voting Securities with any Person not identified in the Bandera 13D; (iv) deposit any Voting Securities in any voting securities trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of ACE any Voting Securities, except with a Bandera Party or as expressly set forth in this Agreement; (v) seek to have called, or cause to be called, any meeting of the stockholders of the Company; (vi) make any public demand to inspect the books and records of the Company, including pursuant to any statutory right that the Bandera Parties may have; (vii) enter into any arrangements, understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other Person in connection with any of its subsidiariesthe foregoing, (d) otherwise actor make any investment in, alone or in concert with othersany other Person that, to seek the best knowledge of the Bandera Parties at the time such investment is made, engages, or offers or proposes to control engage, in any of the foregoing; (viii) make any proposal (including the public disclosure or influence discussion of any proposal) or statement regarding any of the managementforegoing, Board of Directors or policies of ACE, (e) publicly disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing foregoing, or make or publicly disclose any request to amend, waive or terminate any provision of this Agreement; provided, that this Section 4(b)(viii) shall not prohibit any Bandera Party from communicating with the Company or any officer or director of the Company in a non-public manner; or (fix) assisttake, advise or encourage cause or induce others to take, any action inconsistent with any of the foregoing. (b) During the period commencing on the date of this Agreement and ending on the date of the 2009 Annual Meeting, each Bandera Party agrees that, without the prior written consent of the Company, which consent shall have been specifically expressed in a written resolution adopted by a majority vote of all Board members, it will not, and will cause each of its Affiliates, Associates, officers, agents and other Persons acting on its behalf not to: (i) directly or indirectly enter into any agreement, arrangement, understanding or contract (whether written or oral) with any other person stockholder or director of the Company with respect to the Company, the Common Stock or other securities of the Company, other than the terms set forth in doing this Agreement; (ii) enter into any arrangements, understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other Person in connection with any of the foregoing, or make any investment in, any other Person that, to the best knowledge of the Bandera Parties at the time such investment is made, engages, or offers or proposes to engage, in any of the foregoing; providedor (iii) take, howeveror cause or induce others to take, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) action inconsistent with any of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionforegoing.

Standstill. The Stockholder agrees thatWithout the prior written consent of the Board, no Member shall, and each shall cause each of its respective Affiliates, associates and Representatives not to, do any of the following for a period of three years following (the “Restricted Period”) commencing on the date hereof and ending on the day after the Company’s 2017 Annual Meeting of Stockholders (provided that nothing in this Section 3 shall limit any actions that may be taken by the "Standstill Period"), it will not (and it will ensure that Designee acting in its affiliates (and any person acting on behalf capacity as a director of or in concert the Company consistent with it or any affiliate) will not), without ACE's prior written approval, his fiduciary duties): (a) purchase acquire, offer or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right agree to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis), directly or indirectly, whether by purchase, tender or not presentlyexchange offer, through the acquisition of control of another Person, by joining a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) five percent of the Exchange Act), through swap or hedging transactions or otherwise, any voting securities of the Company or any voting rights decoupled from the underlying voting securities which would result in the PL Capital Group (together with any other Person or “group” referred to in this Section 3(a)) owning, controlling or otherwise having any ownership or voting interest in 10% or more of the outstanding voting shares of ACEcommon stock of the Company; (i) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) under the Exchange Act) of proxies or consents in any “election contest” with respect to the Company’s directors (regardless of whether it involves the election or removal of directors of the Company), (bii) solicit proxies from seek to advise, encourage or influence any Person with respect to the voting of any voting securities of the Company in any “election contest” with respect to the Company’s directors (regardless of whether it involves the election or removal of directors of the Company), (iii) initiate, propose or otherwise “solicit” (as such term is defined in Rule 14a-1(l) under the Exchange Act) stockholders of ACE the Company for the approval of stockholder proposals in connection with the election or otherwise seek removal of directors of the Company, or (iv) induce or attempt to influence or control the management or policies of ACE or induce any of its affiliates, other Person to initiate any such stockholder proposal; (c) form, join or in any way participate in a "partnership, syndicate, or other group" (within the meaning of , including without limitation any “group” as defined under Section 13(d)(3) of the Exchange Act) , with respect to any voting securities of ACE the Company in connection with any “election contest” with respect to the Company’s directors or any of its subsidiaries, stockholder proposal for consideration at any stockholder meeting except as otherwise expressly provided in this Agreement; (d) otherwise actdeposit 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, except as expressly set forth in this Agreement; (e) seek, alone or in concert with others, (1) to seek to control call a meeting of stockholders or influence the management, Board solicit consents from stockholders or conduct a nonbinding referendum of Directors or policies of ACEstockholders, (e2) disclose to obtain representation on the Board except as otherwise expressly provided in this Agreement, (3) to effect the removal of any intentionmember of the Board, plan provided that this shall not pertain to the Designee or arrangement inconsistent with his replacement who is a director of the foregoing Company, (4) to make or be a proponent of a stockholder proposal at any meeting of the stockholders of the Company, or (5) to amend any provision of the Company’s certificate of incorporation or bylaws or make a request for any stockholder list or other books and records of the Company, whether pursuant to the Maryland General Corporation Law, the Company’s bylaws or otherwise; (f) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any Person), 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, (i) any acquisition of more than 10% of any securities, or any material assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving more than 10% of any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses, or (iv) make any public statement with respect to a transaction described in the foregoing clauses (i)-(iii); (g) enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to the foregoing, or advise, assist, advise encourage or encourage seek to persuade any other person in doing Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any action inconsistent with any of the foregoing; providedor (h) make or in any way advance any request or proposal to amend, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend modify or waive any provisions provision of this Section 8 (including this sentence) or take Agreement other than in a nonpublic and confidential manner and which nonpublic and confidential request could not reasonably be expected by the Company to require public disclosure by any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionparty hereto.

Standstill. The Stockholder agrees that, for a period of three years following (a) On and after the date hereof until the fifth anniversary of the Closing (the "“Standstill Period"”), it will not each of Leopard Parent, Dragon Parent and M (collectively, together with any other Person that is required to become a party to this Agreement pursuant to Section 4.01, the “LDM Investors”) shall not, and it will shall ensure that its affiliates (Controlled Persons and any person Person acting on behalf of of, or in concert with with, it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliatesControlled Persons will not, and shall not knowingly facilitate or knowingly encourage any other Person (including, in the case of M, any JCM Investee) to, directly or indirectly, in any manner, effect any acquisition of ownership (including by operation of law and including the acquisition of the right to vote or direct the voting of any Company Securities) of Company Securities; provided that any LDM Investor shall be permitted to acquire additional Voting Securities (including the acquisition of the right to vote or direct the voting of any Company Securities) as long as such acquisition would not result in the LDM Investors, together with their respective Affiliates, beneficially owning Voting Securities representing more than 18.5% of Total Voting Power outstanding at such time. (b) During any period in which the restrictions of Section 2.01(a) are in effect, each of the LDM Investors shall not, and shall ensure that any of its Controlled Persons and any Person acting on behalf of, or in concert with, it or its Controlled Persons shall not, and shall not knowingly facilitate or knowingly encourage any other Person (including, in the case of M, any JCM Investee) to, directly or indirectly, in any manner: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in (other than as a seller on the same terms as other holders of Company Securities), any tender offer, take-over bid, amalgamation, plan of arrangement, merger, exchange offer, consolidation, business combination, recapitalization, restructuring or other similar transaction involving the Company or any of its Subsidiaries (or any of their respective assets); (ii) (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC or in applicable Canadian securities laws) to vote, or withhold from voting, or seek to advise or influence any Person with respect to the voting, or withholding from voting, of, or conduct any other type of referendum (binding or non-binding) with respect to, any Voting Securities, (cB) solicit, knowingly facilitate or knowingly encourage, directly or indirectly, any third party (including, in the case of M, any JCM Investee) to engage in any such solicitation, (C) make any public statement in support of any such third-party solicitation, (D) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) group with respect to any voting securities Voting Securities (other than as a result of ACE this Agreement and the Investor Rights Agreement) or (E) seek or propose the election or appointment of any person to, or representation on, or nominate or propose the nomination of its subsidiariesany candidate to, the Board, or seek or propose the removal of any member of the Board; provided that the prohibitions in this Section 2.01(b)(ii) shall not affect the right to appoint, nominate or propose the nomination of any Investor Designee pursuant to the Investor Rights Agreement or this Agreement; (diii) (A) call, request the calling of or otherwise actseek or assist in the calling of a meeting of the shareholders of the Company, alone or in concert with others(B) seek, propose or submit, any proposal or matter of business (whether binding or not) to be considered or voted upon at a meeting of the shareholders of the Company, including pursuant to Rule 14a-8 under the Exchange Act or submit, or participate in, any “shareholder access” proposal; (iv) publicly seek or propose to control or influence the management, Board of Directors management or policies of ACE, the Company; (ev) disclose any intention, plan or arrangement prohibited by or inconsistent with the foregoing or foregoing; (fvi) assist, advise or encourage any other person in doing any of request that the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions provision of this Section 8 (including this sentence); (vii) or take any action which might would reasonably be expected to result in or require ACE public disclosure regarding any of the types of matters set forth in clauses (i) through (vi); or (viii) agree or commit to any of the foregoing; provided that nothing contained in this Section 2.01(b) (other than Section 2.01(b)(i), which is subject to 2.01(c)) shall limit, restrict or prohibit any confidential discussions with or confidential communications or confidential proposals to the Board by the LDM Investors, their Affiliates or their representatives, in each case so long as such discussions, communications or proposals would not reasonably be expected to require any of the Company, the LDM Investors or their respective Affiliates or representatives to publicly disclose such discussions, communications or proposals; and provided, further, that, for the avoidance of doubt, nothing contained in this Section 2.01(b) shall limit, restrict or prohibit any of the LDM Investors from communicating with Mammoth on a confidential basis. (c) Notwithstanding the foregoing and notwithstanding anything to the contrary contained herein, at any time after the Closing, any one or more of the LDM Investors may make an LDM Buyout Offer (and, if approved by a public announcement regarding majority of the possibility disinterested directors on the Board who are not (i) Investor Designees (other than Mammoth’s Investor Designees) or (ii) directors who are directors, managers, principals, partners, officers or employees of any LDM Investor or any of its Affiliates, may enter into a definitive agreement with the Company providing for such LDM Buyout Offer and thereafter take actions to consummate, and consummate, such LDM Buyout Offer on the terms and conditions of such definitive agreement). For purposes of this Agreement, “LDM Buyout Offer” means any bona fide written proposal made on a confidential basis to the Board (subject to any mandatory disclosure requirements under applicable securities laws) relating to the acquisition (whether by tender offer, take-over bid, amalgamation, plan of arrangement, merger, consolidation, business combinationcombination or otherwise) by any or all of the LDM Investors and their respective Affiliates of all of the outstanding Company Securities (other than the Company Securities held by the applicable LDM Investor(s) and their Affiliates) for consideration comprising solely cash, merger or extraordinary transactionand includes a non-waivable requirement that the acquisition results in the acquisition of all of the outstanding capital stock of the Company on the same terms.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire TPG hereby agrees that until the earliest of (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquirei) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) time as TPG and its Affiliates no longer collectively own at least five percent or more (5%) of the outstanding voting shares of ACECommon Stock on an as-converted basis, (bii) solicit proxies the fifth (5th) anniversary hereof or (iii) a Change of Control of the Company, without the prior written approval of the Company, neither TPG nor any of its Affiliates will, directly or indirectly: (i) acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any Voting Securities, other than Voting Securities acquired (A) as a result of the exercise of any rights or obligations set forth in this Agreement, (B) upon conversion of the Preferred Stock, (C) pursuant to a stock split, stock dividend, recapitalization, reclassification or similar transaction, (D) directly from stockholders the Company, or (E) to restore their aggregate percentage interest in the Company’s outstanding Common Stock (assuming conversion of ACE the Series E Preferred Stock, without taking into account any provisions restricting the convertibility thereof) if such percentage interest has been reduced for any reason, including as a result of a sale of Capital Stock by TPG and its Affiliates, provided that any such reduction has not resulted in TPG and its Affiliates collectively owning less than five percent (5%) of the outstanding Common Stock on an as-converted basis; (ii) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise seek be involved in or part of, any acquisition transaction, merger or other business combination relating to influence all or control part of the management or policies of ACE Company or any of its affiliatessubsidiaries or any acquisition transaction for all or part of the assets of the Company or any of its subsidiaries or any of their respective businesses; (iii) other than a “solicitation” of a “proxy” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (civ) of Rule 14a-1(1)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) seeking approval of the election to the Company Board solely with respect to any of the TPG Nominated Directors permitted by the terms hereof to serve on such Company Board, make, or in any way participate in, any such “solicitation” of “proxies” to vote, or seek to advise or influence any person or entity with respect to the voting of, any Common Stock of the Company or any of its subsidiaries; (iv) call or seek to call a meeting of the Common Stockholders of the Company or any of the Company’s subsidiaries or initiate any stockholder proposal for action by the Common Stockholders of the Company, form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of the Exchange ActAct and the rules and regulations thereunder) with respect to any Voting Securities; (v) deposit any Securities of the Company into a voting securities trust, or subject any Securities of ACE the Company to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect; (vi) seek representation on the Company Board or a change in the composition of the Company Board or number of directors elected by the holders of Common Stock or a change in the number of such directors who represent TPG, other than as expressly permitted pursuant to this Agreement; and (vii) bring any action or otherwise act to contest the validity of this Section 5.1; provided, that nothing in clauses (ii), (iii), (iv) or (vi) of this Section 5.1(a) shall apply to the TPG Nominated Director(s) solely in his or her capacity as a director of the Company or to actions taken by TPG or any of its subsidiariesAffiliates to prepare the TPG Nominated Directors to act in such capacity. (b) The limitations provided in Section 5.1(a) shall, (d) otherwise act, alone or in concert with others, to seek to control or influence upon the management, Board occurrence of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; providedfollowing events, however, that immediately be suspended until the expiration of the time period set forth below in this Section 8 shall 5.1(b), but only so long as TPG or any of its Affiliates did not prohibit directly or indirectly assist, facilitate, encourage or participate in any such events: (i) on the purchase or other acquisition of securities of ACE by any person described commencement (as defined in Rule 13d-1(b)(1)(i) and (ii) 14d-2 of the Exchange Act. The Stockholders also agree during ) by any Person of a tender or exchange offer seeking to acquire Beneficial Ownership of fifty percent (50%) or more of the outstanding shares of Voting Securities of the Company; (ii) on the decision by the Company Board or a duly constituted committee of the Company Board (a) to solicit one or more proposals for a transaction that, if consummated, would result in a Change of Control or (b) to pursue discussions or negotiations or make diligence materials available, with respect to an unsolicited proposal for a transaction that, if consummated, would result in a Change of Control. (iii) on the decision by the Company Board to recommend that stockholders approve any action proposed by a Person pursuant to the filing of a preliminary proxy statement by any Person with respect to the commencement of a proxy or consent solicitation subject to Section 14 of the Exchange Act to elect or remove any directors of the Company; (iv) on the adoption by the Board of Directors of a plan of liquidation or dissolution; (v) on the occurrence of any material breach by the Company of any of its material obligations under this Agreement, which breach has not been remedied within ten (10) days after notice to the Company thereof; or (vi) upon the failure by the Company to pay the Holders of the Preferred Stock any dividends due thereon for four (4) successive fiscal quarters; Upon (u) any withdrawal or lapsing of any such period tender or exchange offer referred to in Section 5.1(b)(i) in which such Person does not acquire more than fifty percent (50%) of the outstanding Voting Securities of the Company, (v) the withdrawal of all pending proposals referred in Section 5.1(b)(ii) without a Change of Control having occurred and without, or the termination of, an agreement to request ACE effect a Change of Control, or the decision of the Company Board or a duly constituted committee of the Company Board to reject all such proposals, (w) the abandonment by the Company Board or its directorsa duly constituted committee of the Company Board of a process to solicit a proposal of the type referred to in Section 5.1(b)(ii) without a Change of Control having occurred and without an agreement to effect a Change of Control, officers, employees (y) the withdrawal or agentstermination or failure of the solicitation referred to in Section 5.1(b)(iii), directly or indirectly(y) the termination of the plan of liquidation referenced in Section 5.1(b)(iv), or (z) the remedy of any breach described in Section 5.1(b)(v) or the payment to amend or waive the Holders in full in cash (by wire transfer of immediately available funds) all dividends then due and owing in respect of the Preferred Stock held by such Holders as contemplated in Section 5.1(b)(vi), as the case may be, the limitations provided in Section 5.1(a) (except to the extent then suspended as a result of any provisions of other event specified in this Section 8 (including 5.1(b)) shall again be applicable for so long as and only to the extent provided in this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionAgreement.

Standstill. The Stockholder Executive hereby agrees that, unless specifically requested in writing in advance by the Board, the Executive will not at any time during the period of the Executive’s employment with the Company, the period, if any, during which the Executive is receiving payments from the Company pursuant to Section 4, and for a period of three years following thereafter (and the date hereof (the "Standstill Period"), it Executive will not (and it will ensure that its affiliates (and at any person acting on behalf time during such period assist or encourage others to) participate, directly or indirectly in any activity that, if consummated, would result in a Change in Control of or the Parent. For purposes of this Section 9, a Change in concert with it or any affiliate) will not), without ACE's prior written approval, Control of the Parent shall mean (a) purchase any sale or otherwise acquire other disposition of all or substantially all of the assets of the Parent, (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquireb) any securities acquisition of ACEmore than 40% of the then outstanding shares of common stock of the Parent, (c) any warrant or option merger in which the existing stockholders of the Parent fail to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent own 50% or more of the outstanding voting shares of ACE, (b) solicit proxies corporation resulting from stockholders of ACE such merger or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, (d) otherwise act, alone or any change in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any membership of the foregoingBoard such that the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any individual who becomes a director of the Parent subsequent to the date of this Section 8 Agreement whose election, or nomination for election by the Parent’s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall not prohibit be deemed a member of the purchase Incumbent Board; and provided further, that no individual who was initially elected as a director of the Parent as a result of an actual or other acquisition of securities of ACE by any person described threatened election contest, as such terms are used in Rule 13d-1(b)(1)(i) and 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (iithe “Exchange Act”), or any other actual or threatened solicitation of proxies or consents by or on behalf of any individual, entity or group, including any “person” within the meaning of Section 13(d) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions other than the Board shall be deemed a member of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionIncumbent Board.

Standstill. The Stockholder (a) Each Investor agrees that, for a period of three years following from the date hereof of this Agreement until the expiration of the Standstill Period (the "Standstill Period"as defined below), without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it will not nor any of its Related Persons (as defined herein) will, and it will ensure cause each of its Related Persons not to, directly or indirectly, in any manner: (i) propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) 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, (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board, except as otherwise permitted under Section 2(c) of 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 its affiliates would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities of the Company or any rights decoupled from the underlying securities of the Company representing in the aggregate (amongst all of the Investors and any Affiliate or Associate thereof) in excess of 15% of the shares of Common Stock outstanding; (iv) seek to advise, encourage or influence any person acting 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 in accordance with Section 2; (v) 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 Investors to any person or entity not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate or Associate of the Investors (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate in excess of 5% of the shares of Common Stock outstanding at such time; (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 market price or value of the securities of the Company; (vii) except as otherwise set forth in this Agreement, 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, including any plans or proposals to change the number or term of directors or to fill any vacancies on behalf 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 Company’s Amended and Restated Certificate of Incorporation or Bylaws, 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; (viii) call or seek to call, or request the call of, alone or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACEothers, any warrant or option to purchase such securitiesmeeting of stockholders, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presentlysuch a meeting is permitted by the Company’s Amended and Restated Certificate of Incorporation or Bylaws, including, but not limited to, a “town hall meeting;” (ix) five percent seek, alone or more in concert with others, representation on the Board, except as expressly permitted by this Agreement; (x) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign; (xi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement or agreement solely among the members of the outstanding voting shares Investor Group that is otherwise in accordance with this Agreement); (xii) seek, or encourage any person, to submit nominations in furtherance of ACEa “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any stockholder proposals (b) solicit proxies including any submission of stockholder proposals pursuant to Rule 14a-8 under the Exchange Act); provided, however, that nothing in this Agreement shall prevent the Investors or their Affiliates or Associates from stockholders taking actions in furtherance of ACE identifying director candidates in connection with the 2018 Annual Meeting so long as such actions do not create a public disclosure obligation for the Investors or otherwise seek the Company and are not publicly disclosed by the Investors or their Affiliates or Associates and are undertaken on a basis reasonably designed to influence or control be confidential and in accordance in all material respects with the management or policies of ACE or any of its affiliates, Investors’ normal practices in the circumstances; (cxiii) form, join or in any other way participate in a "any “group" ” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries, the Common Stock (d) otherwise act, alone or in concert with others, to seek to control or influence other than the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoingInvestor Group); provided, however, that this Section 8 nothing herein shall not prohibit limit the purchase ability of an Affiliate or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) Associate of the Exchange Act. The Stockholders also agree during Investor Group to join the Investor Group following the execution of this Agreement, so long as any such period not Affiliate or Associate agrees to request ACE be bound in writing by the terms and conditions of this Agreement; (xiv) demand a copy of the Company’s list of stockholders or its directorsother books and records, officerswhether pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) or pursuant to any other statutory right; (xv) commence, employees encourage, or agents)support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Investor from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against an Investor, or (C) exercising statutory dissenters, appraisal or similar rights under the DGCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section (3)(a)(xv); (xvi) disclose publicly or privately, in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (xvii) enter into any negotiations, agreements or understandings with any person or entity with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any person or entity 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; (xviii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xix) take any action challenging the validity or enforceability of any of the provisions of this Section 8 3 or publicly disclose, or cause or facilitate the public disclosure (including including, without limitation, the filing of any document 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 either (A) obtain any waiver or consent under, or any amendment of, any provision of this sentenceAgreement, or (B) or take any action challenging the validity or enforceability of any provisions of this Section 3; or (xx) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of any director of the Company (including, but not limited to, the New Director) in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Director anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). For the avoidance of doubt, no provision in this Section 3 or elsewhere in this Agreement shall prohibit privately-negotiated transactions in the Common Stock solely between or among the Investors. (c) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock which might require ACE such person has the right to make acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional, and (ii) all shares of Common Stock in which such person has any economic interest, including, without limitation, pursuant to a public announcement regarding cash settled call option or other derivative security, contract or instrument in any way related to the possibility price of a business combinationshares of Common Stock; the terms “person” or “persons” shall mean any individual, merger corporation (including not-for-profit), general or extraordinary transactionlimited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and the term “Related Person” shall mean, as to any person, any Affiliates or Associates of such person.

Standstill. The No Stockholder agrees thatshall, for a during the period of three years following commencing on the date hereof (of this Agreement and continuing for 12 months after the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf earlier of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase the Closing Date and (b) the Expiration Date (such period, the “Standstill Period”), unless such action is expressly contemplated by the Merger Agreement or otherwise acquire shall have been specifically invited in writing by the Parent Board (it being understood that execution of this Agreement by Parent does not constitute such an invitation), and each Stockholder will direct its Representatives not to, directly or enter into any agreement indirectly: (a) effect or make any proposalseek, including any proposal which is made public, to purchase offer or propose (whether publicly or otherwise acquireand whether or not subject to conditions) to effect or seek, or announce any intention to effect or seek, or cause or otherwise participate in: (i) any securities of ACEacquisition of, or obtaining any economic interest in, any warrant right to direct the voting or option to purchase such securities, any security convertible into any such securitiesdisposition of, or any other right to acquire such securities if upon Right with respect to, any such purchase Parent Common Stock; (ii) any tender or acquisition the Stockholder owns exchange offer, consolidation, acquisition, merger, joint venture, business combination or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE extraordinary transaction involving Parent or any of its affiliatesSubsidiaries or all or a material portion of the assets of Parent or any of its Subsidiaries (except that any Stockholder or its Representatives may affect or pursue an acquisition of any assets offered for sale by Parent or any of its Subsidiaries); (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of its Subsidiaries; or (civ) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) or consents to vote any voting securities of Parent or any of its Subsidiaries from any holder of any voting securities of Parent or any of its Subsidiaries, or otherwise advise, assist or encourage any Person with respect to the voting of any voting securities of Parent or any of its Subsidiaries; (b) form, join join, become a member of, or in any way participate in or engage in negotiations, arrangements, understandings or discussions regarding, a "“group" ” (within the meaning of Section 13(d)(3Rule 13d-5(b)(l) of promulgated under the Exchange Act) with respect to any voting or other securities of ACE Parent or any of its subsidiariesSubsidiaries or any securities convertible into or exercisable or exchangeable for any voting or other securities of Parent or any of its Subsidiaries or otherwise act in concert with any Person in respect of any such securities; (c) call, request, or seek to have called any meeting of the stockholders of Parent or execute any written consent in lieu of a meeting of holders of any securities of Parent; (d) otherwise actseek, alone or in concert with otherspropose to seek, to seek representation on, or to control or influence influence, or to propose to control or influence, the Parent Board or the management, Board of Directors shareholders or policies of ACEParent or any of its Subsidiaries, or take any action to prevent or challenge any business combination or similar transaction to which Parent or any of its Subsidiaries is a party; (e) disclose any intention, plan request that Parent or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to Representatives amend or waive any provisions of this Section 8 (including 3.3, or make any public announcement with respect to the restrictions of this sentence) Section 3.3 or any plan, arrangement or intention with respect to any of the actions restricted by this Section 3.3 or take any action which action, or make or permit its Representatives to take any action, that might require ACE force Parent or any of its Subsidiaries to make a public announcement or other public disclosure regarding any of the possibility types of matters set forth in clause (a), (b), (c) or (d) above; or (f) advise, assist, or knowingly encourage, or direct any Person to advise, assist or knowingly encourage any other persons with respect to any of the conduct prohibited by this Section 3.3. Notwithstanding the foregoing, the parties agree and acknowledge that (i) each Stockholder may vote its shares of Parent Common Stock at any meeting of holders of Parent Common Stock in its sole discretion, (ii) any Stockholder may coordinate any such vote with, act in concert with, and be part of a business combination“group” with, merger any other Stockholder that is an Affiliate of such Stockholder, and (iii) nothing in this Section 3.3 shall apply to potential or extraordinary transactionactual purchases or sales of oil and/or gas assets between any Stockholder (or, for the avoidance of doubt, any of its Affiliates), on the one hand, and Parent or any of its Subsidiaries, on the other hand.

Standstill. The Stockholder agrees thatExcept as otherwise contemplated by this agreement, for a period ---------- or unless the New Shareholder is invited to do otherwise by the Company's board of three years following directors, during the date hereof (the "Standstill Period"), it will the New Shareholder shall not, and shall not (and it will ensure that permit any of its affiliates (within the meaning of Rule 12b-2 under the Exchange Act) (including, without limitation, ▇▇▇▇▇ ▇▇ and any person ▇▇▇▇▇'▇ Controlled Subsidiaries), or anyone acting on behalf of of, or in concert with it or any affiliate) will not)with, without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE New Shareholder or any of its affiliates, (c) formto, join directly or in indirectly: 5.1 acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, by purchase, by gift, by joining a partnership, a limited partnership, a syndicate or any way participate in a "group" group (within the meaning of Section section 13(d)(3) of the Exchange Act) with respect to or otherwise, any voting securities (a) assets, businesses or properties of ACE the Company or any of its subsidiaries, other than in the ordinary course of business, or (db) Equity Securities; 5.2 participate in the formation or encourage the formation of, or join or in any way participate with, any partnership, limited partnership, syndicate, group or other person or entity that owns or seeks to acquire beneficial ownership of Equity Securities; 5.3 solicit, or participate in any solicitation of, proxies or become a participant in any election contest (the terms used in this section 5.3 having the respective meanings given them in Regulation 14A under the Exchange Act) with respect to the Company; 5.4 initiate, propose or otherwise solicit shareholders for the approval of one or more shareholder proposals with respect to the Company or induce any other person to initiate any shareholder proposal; 5.5 seek to place designees on the board of directors of the Company, seek the removal of any member of the board of directors of the Company or seek to have called any meeting of the shareholders of the Company; 5.6 deposit any Equity Securities in a voting trust or subject any Equity Securities to a voting agreement or other agreement or arrangement with respect to voting; 5.7 otherwise act, alone or in concert with others, to seek to control or influence the management, Board board of Directors directors, policies or policies affairs of ACEthe Company or solicit, propose, seek to effect or negotiate with any other person or entity (eincluding, without limitation, the Company) with respect to any form of business combination or other extraordinary transaction with the Company or any of its subsidiaries or any restructuring, recapitalization, similar transaction or other transaction not in the ordinary course of business with respect to the Company or any of its subsidiaries, solicit, make or propose or negotiate with any other person or entity with respect to, or announce an intent to make, any tender offer or exchange offer for any Equity Securities, or publicly disclose any intentionan intent, purpose, plan or arrangement inconsistent proposal with respect to the foregoing Company, any of its subsidiaries or (f) any securities or assets of the Company or any of its subsidiaries, that would violate the provisions of this section 5, or assist, advise participate in, facilitate or encourage solicit any other effort or attempt by any person in doing or entity to do or seek to do any of the foregoing; provided, however, that this Section 8 shall not prohibit or 5.8 request the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE Company (or its directors, officers, employees or agents), directly or indirectly, ) to amend or waive any provisions provision of this Section 8 section 5 (including including, without limitation, this sentencesection 5.8) or take otherwise seek any action which might require ACE modification to make a public announcement regarding or waiver of any of the possibility agreements or obligations of a business combinationthe New Shareholder or its affiliates (including, merger or extraordinary transaction.without limitation, ▇▇▇▇▇ ▇▇ and Bayer's Controlled Subsidiaries) under this section 5. Notwithstanding any of the foregoing sections 5.1 through 5.8 and during the Standstill Period:

Standstill. The Stockholder agrees thatshall not, for a during the period of three years following commencing on the date hereof (of this Agreement and continuing for 12 months after the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf earlier of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase the Closing Date and (b) the Expiration Date (such period, the “Standstill Period”), unless such action is expressly contemplated by the Merger Agreement or otherwise acquire shall have been specifically invited in writing by the Parent Board (it being understood that execution of this Agreement by Parent does not constitute such an invitation), and the Stockholder will direct its Representatives not to, directly or enter into any agreement indirectly: (a) effect or make any proposalseek, including any proposal which is made public, to purchase offer or propose (whether publicly or otherwise acquireand whether or not subject to conditions) to effect or seek, or announce any intention to effect or seek, or cause or otherwise participate in: (i) any securities of ACEacquisition of, or obtaining any economic interest in, any warrant right to direct the voting or option to purchase such securities, any security convertible into any such securitiesdisposition of, or any other right to acquire such securities if upon Right with respect to, any such purchase Parent Common Stock; (ii) any tender or acquisition the Stockholder owns exchange offer, consolidation, acquisition, merger, joint venture, business combination or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE extraordinary transaction involving Parent or any of its affiliatesSubsidiaries or all or a material portion of the assets of Parent or any of its Subsidiaries (except that the Stockholder or its Representatives may affect or pursue an acquisition of any assets offered for sale by Parent or any of its Subsidiaries); (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of its Subsidiaries; or (civ) any “solicitation” of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) or consents to vote any voting securities of Parent or any of its Subsidiaries from any holder of any voting securities of Parent or any of its Subsidiaries, or otherwise advise, assist or encourage any Person with respect to the voting of any voting securities of Parent or any of its Subsidiaries; (b) form, join join, become a member of, or in any way participate in or engage in negotiations, arrangements, understandings or discussions regarding, a "“group" ” (within the meaning of Section 13(d)(3Rule 13d-5(b)(l) of promulgated under the Exchange Act) with respect to any voting or other securities of ACE Parent or any of its subsidiariesSubsidiaries or any securities convertible into or exercisable or exchangeable for any voting or other securities of Parent or any of its Subsidiaries or otherwise act in concert with any Person in respect of any such securities; (c) call, request, or seek to have called any meeting of the stockholders of Parent or execute any written consent in lieu of a meeting of holders of any securities of Parent; (d) otherwise actseek, alone or in concert with otherspropose to seek, to seek representation on, or to control or influence influence, or to propose to control or influence, the Parent Board or the management, Board of Directors shareholders or policies of ACEParent or any of its Subsidiaries, or take any action to prevent or challenge any business combination or similar transaction to which Parent or any of its Subsidiaries is a party; (e) disclose any intention, plan request that Parent or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to Representatives amend or waive any provisions of this Section 8 (including 3.3, or make any public announcement with respect to the restrictions of this sentence) Section 3.3 or any plan, arrangement or intention with respect to any of the actions restricted by this Section 3.3 or take any action which action, or make or permit its Representatives to take any action, that might require ACE force Parent or any of its Subsidiaries to make a public announcement or other public disclosure regarding any of the possibility types of a business combinationmatters set forth in clause (a), merger (b), (c) or extraordinary transaction(d) above; or (f) advise, assist, or knowingly encourage, or direct any Person to advise, assist or knowingly encourage any other persons with respect to any of the conduct prohibited by this Section 3.3. Notwithstanding the foregoing, the parties agree and acknowledge that (i) the Stockholder may vote its shares of Parent Common Stock at any meeting of holders of Parent Common Stock in its sole discretion, and (ii) nothing in this Section 3.3 shall apply to potential or actual purchases or sales of oil and/or gas assets between the Stockholder (or, for the avoidance of doubt, any of its Affiliates), on the one hand, and Parent or any of its Subsidiaries, on the other hand.

Standstill. The Stockholder agrees thatExcept as otherwise contemplated or permitted by this Agreement, for a during the period of three years following commencing on the date hereof (of this Agreement and continuing to the "Standstill Period")earlier of the Acceptance Time or the termination of this Agreement in accordance with its terms, MetLife agrees that neither it will nor its Subsidiaries shall, and that it shall not (and it will ensure that authorize, permit or direct any of its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not)Subsidiaries to, without ACE's the prior written approvalapproval of the RGA Special Committee, directly or indirectly, (a) purchase effect or otherwise acquire seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way knowingly assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to initiate, effect or participate in or support, (i) any acquisition of any securities (or enter into any agreement beneficial ownership thereof) or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities material assets of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE RGA or any of its affiliatesSubsidiaries, (cii) any tender or exchange offer or merger or other business combination involving RGA or any of its Affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to RGA or any of its Subsidiaries; and (iv) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the voting of any shares of RGA Common Stock, (b) form, join or in any way participate in a "any “group" ” (within the meaning of Section 13(d)(3) of the Exchange Actother than with respect to MetLife’s Affiliates) with respect to any voting securities of ACE or any the shares of its subsidiariesRGA Common Stock, (dc) otherwise act, either alone or in concert with others, to seek to control of RGA, including by submitting any written consent or influence proposal in furtherance of the management, Board foregoing or calling a special meeting of Directors or policies of ACERGA Shareholders, (ed) publicly disclose any intention, proposal, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing respect to any of the foregoing; provided, howeveror (e) take any action, or request any amendment or waiver hereof, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not would reasonably be expected to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE RGA to make a public announcement regarding with respect to the possibility of a business combination, merger matters set forth in (a) or extraordinary transaction(c) above.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase From the Effective Date until such time as both (i) the Investor Ownership Threshold is no longer satisfied and (ii) there is no longer an Investor Director serving as a member of the Board (the “Standstill Period”), the Investor shall not, and shall cause its subsidiaries and Representatives acting on its and its respective subsidiaries’ behalf not to, directly or otherwise acquire indirectly (including through any arrangements with a third party): (i) except for Equity Securities of the Company received by way of stock splits, stock dividends, reclassifications, recapitalizations or enter into other distributions by the Company in respect of its Common Stock, and Equity Securities purchased pursuant to Section 4 or acquired as a result of any agreement conversion of Preferred Stock or make the exercise of any proposalrights under the Framework Agreement, including any proposal which is made public(x) acquire, agree to purchase acquire, propose or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right offer to acquire (whether including through the acquisition of Beneficial Ownership) (directly or not presentlyindirectly, by purchase or otherwise) five percent or more any Equity Securities of the outstanding Company; provided that this clause (i) shall not prohibit acquisitions of Common Stock, if after giving effect to such transaction, the Investor Ownership Threshold is equal to or less than 10%, or (y) authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire (directly or indirectly, by purchase or otherwise) any Equity Securities of the Company; (ii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies,” “consents” or “authorizations” to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any Person with respect to the voting of any shares of ACEVoting Stock (other than in each case (x) the Investor and its Affiliates, (by) solicit proxies from stockholders in accordance with and consistent with the recommendation of ACE the Board or otherwise seek (z) with respect to influence or control the management or policies election of ACE or any of its affiliates, a Nominee); (ciii) form, join or in any way participate in a "“group" (within the meaning of ” as defined in Section 13(d)(3) of the Exchange Act, for the purpose of voting, acquiring, holding, or disposing of, any Voting Stock; (iv) submit to the Board a proposal for or offer of, with respect to or without conditions, any voting securities of ACE acquisition of, or merger, recapitalization, reorganization, business combination or other extraordinary transaction involving, the Company or any subsidiary thereof or any of its subsidiariesor their respective securities or assets, or make any public announcement with respect to such proposal or offer, in each case, except a nonpublic proposal or offer to the Company that would not reasonably be expected to require the Company to make a public announcement with respect thereto; (dv) otherwise act, alone request the Company or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), subsidiaries directly or indirectly, to amend or waive any provisions provision of this Agreement, in each case, except a nonpublic request to the Company that would not reasonably be expected to require the Company to make a public announcement with respect thereto; (vi) contest the validity or enforceability of any provision contained in this Section 8 6; (including vii) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal, or initiate or propose any action by written consent, in each case for action by the stockholders of the Company (other than, in each case, with respect to the election of a Nominee in accordance with the terms hereof);(viii) nominate candidates for election to the Board or otherwise seek representation on the Board (except as expressly set forth in this sentenceAgreement) or seek the removal of any member of the Board (except for the Investor Director); or (ix) take any action which might that would reasonably be expected to require ACE the Company to make a public announcement regarding the possibility of a business combinationtransaction or any other matter described in this Section 6. (b) Nothing in this Agreement, merger including this Section 6, shall prohibit or extraordinary transactionrestrict (i) the voting (as a director) or other actions taken by the Investor Director in his or her capacity as a member of the Board in a manner consistent with his or her fiduciary duties as a member of the Board, or (ii) Investor or any of its subsidiaries or Representatives from exercising any of its, his, or her rights or remedies under or in connection with any Contract with the Company or any of its Affiliates, including the Framework Agreement.

Standstill. The Stockholder agrees Stockholders hereby agree that, for a period of three years following from and after the date hereof hereof, the Stockholders and their Affiliates shall not, directly or indirectly, unless (i) specifically requested by Parent or (ii) expressly contemplated by the terms of this Agreement or the Merger Agreement: (a) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Standstill PeriodTRANSFER"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any contract, option or other agreement with respect to, or make consent to, a Transfer of, any proposalor all of the Subject Shares; (b) acquire, including any proposal which is made publicoffer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise acquire) otherwise, any securities or direct or indirect rights to acquire Common Stock or any other securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesthe Company, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more assets of the outstanding Company or any subsidiary or division thereof; (c) 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 (including by consent), or seek to advise or influence any person or entity with respect to the voting shares of, any voting securities of ACEthe Company (including, (b) solicit proxies from without limitation, by making publicly known your position on any matter presented to stockholders), other than to recommend that stockholders of ACE the Company vote in favor of the Merger and the Merger Agreement; (d) submit to the Company any stockholder proposal under Rule 14a-8 under the Exchange Act; (e) make any public announcement with respect to, or otherwise seek to influence submit a proposal for, or control offer of (with or without conditions) any extraordinary transaction involving the management Company or policies of ACE its securities or any of its affiliates, assets; (cf) form, join or in any way participate in a "group" (within the meaning of as defined in Section 13(d)(3) of under the Exchange Act) in connection with respect to any voting securities of ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by ; (g) seek in any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents)way, directly or indirectly, to amend or waive have any provisions provision of this Section 8 3.1 amended, modified or waived; or (including h) otherwise take, directly or indirectly, any actions with the purpose or effect of avoiding or circumventing any provision of this sentence) Section 3.1 or take any action which might require ACE could reasonably be expected to make a public announcement regarding have the possibility effect of a business combinationpreventing, merger impeding, interfering with or extraordinary transactionadversely affecting the consummation of the transactions contemplated by the Merger Agreement or its ability to perform its obligations under this Agreement.

Standstill. The Stockholder agrees thatUntil the Termination Date, for the Vector Group shall not, and shall cause each of its controlled Affiliates not to, directly or indirectly, in any manner: (a) (i) acquire, cause to be acquired, or offer, seek, propose or agree to acquire, whether by purchase, tender or exchange offer, agreement or business combination, through the acquisition of control of another person, by joining or forming a period partnership, limited partnership, syndicate or other group (including, without limitation, any group of three years following persons that would be treated as a single “person” under Section 13(d) of the date hereof (the "Standstill Period"Exchange Act), it will not through swap or hedging transactions or other Synthetic Equity Interests, or otherwise, beneficial ownership of any securities or assets of the Company (and it will ensure that its affiliates or any direct or indirect rights or options to acquire such ownership, including, without limitation, voting rights decoupled from the underlying Voting Securities), (and ii) acquire, cause to be acquired or offer, seek, propose or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of the Company or (iii) acquire, cause to be acquired or offer, seek, propose or agree to acquire, ownership (including, without limitation, beneficial ownership) of any material asset or business of the Company or any right or option to acquire any such material asset or business from any person, in each case other than securities of the Company; (b) except as otherwise provided in Section 1, (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any action in respect of the removal of any director, (ii) seek or knowingly encourage any person acting to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, (iii) submit, seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, whether or not such a meeting is permitted by the Charter or Bylaws, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Stockholder Meeting, whether or not such a meeting is permitted by the Charter or Bylaws, (v) publicly seek to amend any provision of the Charter, the Bylaws, or other governing documents of the Company (each as may be amended from time to time), or (vi) take any action similar to the foregoing with respect to any subsidiary of the Company; (c) except as otherwise provided in each of Section 1 and Section 2, take any action in support of or make any public proposal or public request, or private proposals or private requests that are intended to, and would reasonably be expected to, require any public disclosure, that constitutes or would result in: (i) advising, replacing or influencing any director or the management of the Company, including, without limitation, any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (ii) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (iii) any material change in the Company’s management, business or corporate structure, (iv) 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 (v) 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; (d) communicate with stockholders of the Company or others pursuant to Rule 14a-1(1)(2)(iv) under the Exchange Act (other than in connection with an Extraordinary Transaction); (e) solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including, without limitation, any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any person (other than the Company) in (including, without limitation, by use of or in coordination with a universal proxy card), any “solicitation” of any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter after obtaining the prior written consent of the Board); (i) grant any proxy, consent or other authority to vote with respect to any matters other than to the named proxies included in the Company’s proxy card for any Stockholder Meeting or as otherwise permitted by the provisos in Section 2 or (ii) deposit or agree 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 agreement or arrangement with respect to the voting of such securities (including, without limitation, a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company that is otherwise in accordance with this Agreement or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (g) knowingly encourage, advise or influence any person or knowingly assist any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities, the disposition of any Voting Securities or in concert conducting any referendum (binding or non-binding) (including, without limitation, any “withhold,” “vote no,” or similar campaign), in each case other than such encouragement, advice or influence that is consistent with it the Board’s recommendation in connection with such matter after obtaining the prior written consent of the Board; (h) other than in open market sale transactions whereby 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 affiliaterights decoupled from the underlying securities held by the Vector Group to any Third Party with a known history of activism or known plans to engage in activism (with such activism comprising (i) will notany submission by such Third Party (in its capacity as a stockholder) of (A) a notice to nominate directors for stockholder election at a Stockholder Meeting, or (B) a proposal, whether binding or precatory, to be adapted or otherwise passed by stockholders at a Stockholder Meeting, (ii) issuing any press release or making any public filing with the intention of influencing management, the boards of directors or stockholders of a company or (iii) filing a Schedule 13D), ; (i) without ACE's the prior written approvalapproval of the Board, (a) purchase separately or otherwise acquire (in conjunction with any other person in which it is or enter into proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, publicly propose, suggest or recommend, or in a manner that the Vector Group is required under applicable law, rule or regulation to disclose publicly, any agreement Extraordinary Transaction; provided, however, that nothing in this Section 3 shall be interpreted to prohibit the Vector Group from proposing, suggesting or make recommending any proposal, including Extraordinary Transaction privately to the Company so long as any proposal which such action is not publicly disclosed by the Vector Group and is made publicby the Vector Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, the Vector Group or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire person; (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (cj) form, join join, encourage the formation of, or in any way participate in a "group" any partnership, limited partnership, syndicate or group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting Voting Securities or securities of ACE any of the Company’s subsidiaries (other than a group that includes all or some of the members of the Vector Group, but does not include any other entities or persons that are not members of the Vector Group as of the date hereof; provided, that nothing herein shall limit the ability of an Affiliate of the Vector Group to join such group following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement and, if the Vector Group files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after the Vector Group has formed a group with such Affiliate); (k) make any public announcement or public proposal, or private announcements or private proposals that are intended to, and would reasonably be expected to, require any public disclosure, with respect to, or publicly offer or publicly propose, or privately offer or privately propose in a manner that is intended to, and would reasonably be expected to, require any public disclosure (i) any form of business combination, merger or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (dii) otherwise actany form of restructuring, alone recapitalization or in concert similar transaction with othersrespect to the Company or any of its subsidiaries or (iii) any form of tender or exchange offer for Voting Securities, to seek to control whether or influence the management, Board not such transaction involves a Change of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with Control; it being understood that the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase Vector Group or its Affiliates from (A) acquiring Voting Securities in accordance with Section 3(a), (B) selling or tendering their shares of Common Stock in accordance with Section 3(h), and otherwise receiving consideration pursuant to any such transaction or (C) voting on any such transaction in accordance with Section 2; (l) make or publicly advance any request or proposal to amend, modify, waive, grant any consent under or otherwise abstain from enforcing any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided, that the Vector Group may make confidential requests to the Board to amend, modify, waive, grant any consent under or otherwise abstain from enforcing any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by the Vector Group and is made by the Vector Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Vector Group or any other acquisition person; (m) make a request for a list of securities the Company’s stockholders or for any other books and records of ACE by the Company pursuant to Section 220 of the Delaware General Corporation Law or Rule 14a-7 under the Exchange Act; or (n) enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or encourage, assist, advise, act in concert or participate with, solicit, seek or seek to cause any person described to undertake any action or make any statement inconsistent with this Section 3. Notwithstanding anything in Rule 13d-1(b)(1)(ithis Agreement to the contrary, the foregoing provisions of this Section 3 shall not be deemed to restrict the Vector Group from: (i) communicating privately with the Board or any of the Company’s officers 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, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Agreement, or (iii) making any public disclosure necessary to comply with any Legal Requirement, provided, that a breach by the Vector Group of this Agreement is not the cause of the Legal Requirement. Nothing in this Agreement shall limit or otherwise restrict in any respect the actions or rights of any director of the Company (including, for the avoidance of doubt, the New Directors) under applicable law in his or her capacity as such or the exercise of any director’s fiduciary duties under applicable law as directors of the Company. Without limitation to the foregoing, each New Director shall have the same (i) access to members of management as every other director and (ii) rights as every other director to access the books and records of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE Company and to make a public announcement regarding the possibility information requests of a business combination, merger or extraordinary transactionmanagement in order to facilitate these rights.

Standstill. The Stockholder agrees that, for (a) For a period of three six (6) years following from the date hereof Closing (the "“Standstill Period"”), it will not (the Investor shall not, and it will the Investor shall ensure that none of its affiliates (and Affiliates shall, nor shall any person acting on behalf of or the foregoing Persons act in concert with it any other Person to, directly or any affiliate) will not)indirectly, without ACE's the prior written approval, consent of a majority of the At-Large Directors who are Independent Directors: (ai) purchase acquire or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right agree to acquire (whether by purchase, tender or not presently) five percent exchange offer, through acquisition of control of another Person, by joining a 13D Group, through the use of a derivative instrument or more voting agreement, or otherwise), Beneficial Ownership of the outstanding voting shares of ACEany Equity Securities, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any Economic Right or Voting Right to or regarding any Equity Securities, or authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire Equity Securities, in each case, if the effect of such acquisition would be that the Common Stock Beneficially Owned in the aggregate by the Investor and its affiliatesAffiliates (including, without limitation, any 13D Group of which any Investor or any Affiliate thereof is a member), or with respect to which the Investor, its Affiliates or any such 13D Group would have Economic Rights or Voting Rights, would exceed the Standstill Limit (cit being understood that in the event that there shall be more than one (1) formInvestor, join all shares Beneficially Owned and all Economic Rights and Voting Rights held by all Investors and all other Persons that are participants in any 13D Group of which any Investor is a member shall be aggregated, and deemed Beneficially Owned and held by each Investor, for purposes of this Section 3.2(a)(i)); (ii) (A) make or in any way participate in a "group" any “solicitation” of “proxies” (within as such terms are used in the meaning of Section 13(d)(3) rules and regulations of the Exchange ActSEC) with respect to any Voting Stock, or (B) seek to advise or influence any Person with respect to the voting securities of ACE any Voting Stock (other than (x) the Investor or any Affiliate or (y) in accordance with and consistent with the recommendation of the Board); (iii) deposit any Voting Stock or Series B Shares in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock or Series B Shares to any arrangement or agreement with any Person (other than between the Investor and any of its subsidiariesFirst Tier Affiliates) with respect to the voting of such Voting Stock or Series B Shares; (iv) join a 13D Group (other than a group comprising solely of the Investor and its Permitted Transferees) or other group, or otherwise act in concert with any third Person for the purpose of acquiring, holding, voting or disposing of Voting Stock, Series B Shares or Convertible Securities; (dv) effect or seek, offer or propose (whether publicly or otherwise) to effect any Change of Control or any acquisition of Equity Securities in excess of the Standstill Limit; (vi) otherwise act, alone or in concert with others, to seek effect or seek, offer or propose (whether publicly or otherwise) to effect control or influence of the management, Board of Directors or policies of ACE, the Company; or (evii) disclose otherwise take any intention, plan action that would or arrangement inconsistent with could reasonably be expected to compel the foregoing or Company to make a public announcement (fincluding any disclosure required to be made in any SEC filing under the rules and regulations of the SEC) assist, advise or encourage any other person in doing regarding any of the foregoing; provided, however, that matters set forth in this Section 8 3.2(a). Notwithstanding the foregoing, the restrictions contained in this Section 3.2(a) shall not prohibit (A) apply with respect to the purchase election of the Series B Directors by Investor and its Permitted Transferees in accordance with the Certificate of Designation, (B) prevent, restrict, encumber or in any way limit the ability of any Series B Director to vote on matters, make non-public statements to officers, employees, agents, management or other acquisition of securities of ACE by Directors or to take any person described in Rule 13d-1(b)(1)(i) and (ii) action or make any statement at any meeting of the Exchange Act. The Stockholders also agree during such period not Board or any committee or subcommittee thereof in his or her capacity as a Director, (C) apply to request ACE (or its restrict any non-public discussions or other non-public communications between or among directors, members, officers, employees or agentsagents of the Investor or any First Tier Affiliate of the Investor, or (D) restrict any disclosure or statements required to be made by any Series B Director or the Investor under applicable law. (b) If during the Standstill Period the Investor is entitled (as a result of dilution due to future share issuances by the Company) to purchase shares of Common Stock (up to the Standstill Limit) in compliance with this Section 3.2, then unless the Board otherwise approves such purchases shall be made in full compliance with all applicable securities laws, but shall not be made by means of any tender offer. (c) The restrictions set forth in Section 3.2(a) shall terminate if, at any time during the Standstill Period, (i) the Company publicly announces its entry into a definitive agreement, the consummation of which would result in a Change of Control, and such agreement has not been approved by a majority of the Series B Directors, (ii) the Company shall have waived the terms of its Rights Agreement to permit any Person (other than the Investor or any 13D Group of which the Investor is a member) to effect a Change of Control or otherwise acquire more than fifteen percent (15%) of the outstanding Common Stock, and such transaction has not been approved by a majority of the Series B Directors, or (iii) any Person (other than the Investor or any Affiliate of the Investor or any 13D Group of which the Investor or any Affiliate of the Investor is a member) shall have commenced a bona fide public tender or exchange offer which if consummated would result in a Change of Control, unless the Board recommends against such tender or exchange offer within ten (10) Business Days after the commencement (as such term is defined in Rule 14d-2 under the Exchange Act) thereof and thereafter continues to oppose such tender or exchange offer. If (x) the restrictions set forth in Section 3.2(a) shall have terminated as provided in this Section 3.2(c), directly and (y) any definitive agreement described in clause (i) above, or indirectlytransaction described in clause (ii) above, or tender or exchange offer described in clause (iii) above, as the case may be, shall have been terminated or abandoned prior to consummation thereof, and (z) any alternative offer or proposal by Investor in response to any such agreement, transaction, tender offer or exchange offer shall also have been abandoned or withdrawn prior to consummation thereof, then the restrictions set forth in Section 3.2(a) shall be reinstated. (d) If during the Standstill Period the Board elects to commence a process intended to lead to a proposal with respect to Change of Control of the Company (whether in response to a proposal from a third party or otherwise), the Company will notify the Investor of the Board’s election and will permit the Investor to participate in such process as a potential bidder, if the Investor so elects, on the same terms and conditions as third party participants. As a condition to the Investor’s participation in such process, the Board may require that the Investor agree in writing with the Company that if such process results in the Board’s approval of a Change of Control transaction with a Person other than the Investor that is a Superior Proposal as compared to any bona fide written proposal from the Investor, then the Investor will consent to such transaction, will raise no objection to the consummation thereof, and will tender shares of Equity Securities Beneficially Owned by it, as applicable, upon the consummation of such transaction. In the event that any such transaction requires the approval of the Company’s stockholders, the Investor agrees, if the matter is brought to a vote at a stockholder meeting, that the Investor will be present, in person or by proxy, as holders of Voting Stock, at all such meetings and be counted for determining the presence of a quorum at such meetings and will vote for the approval of any such transaction approved and recommended by the Board. So long as the Board continues to recommend such transaction, the Investor agrees to vote and to use reasonable efforts to cause its Affiliates, as the case may be, to amend vote all shares of Voting Stock Beneficially Owned by the Investor and its Affiliates in favor of such transaction and for the approval of the terms thereof and in opposition to any and all other proposals that are intended, or waive any provisions could reasonably be expected to delay, prevent, impair, interfere with, postpone or adversely affect the ability of this Section 8 (including this sentence) or take any action which might require ACE the Company to make a public announcement regarding consummate the possibility of a business combination, merger or extraordinary transactionproposals that are approved and recommended by the Board.

Standstill. The Stockholder Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, for a during the period beginning on the date hereof and ending on the fourth (4th) anniversary of three years following the date hereof (the "Standstill “Restricted Period"”), it or he will not (not, and it or he will ensure that its affiliates cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and any person Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf of not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in concert with it or any affiliateRule 12b-2) will not), without ACE's prior written approval, not to: (a) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, by purchase or otherwise acquire otherwise, beneficial ownership of any (or enter into i) interests in any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares Purchaser’s indebtedness or (ii) capital stock of ACE, the Purchaser; (b) solicit proxies from stockholders induce or encourage any person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of ACE nomination or otherwise other business for consideration at a meeting of the shareholders of the Purchaser; (c) advise, encourage or influence any person with respect to voting any shares of capital stock of the Purchaser with respect to any matter; (d) seek to control or influence or control the management governance or policies of ACE the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any of its affiliatesdiscussions, negotiations, agreements or understandings with any third person), offer or propose (cwhether publicly or otherwise) formto effect, join or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in a "group" (within the meaning i) any acquisition of Section 13(d)(3) any material assets or businesses of the Exchange Act) with respect to any voting securities of ACE Purchaser or any of its subsidiaries, (dii) otherwise actany tender offer or exchange offer, alone merger, acquisition or in concert other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with others, respect to seek to control the Purchaser or influence the management, Board any of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or its subsidiaries; (f) assistmake any request, advise submit any proposal or encourage disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than through non-public communications with the Purchaser that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or (h) take or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not cause or induce others to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding inconsistent with any of the possibility of a business combination, merger or extraordinary transactionforegoing.

Standstill. The Stockholder agrees Stockholders hereby agree that, for a period of three years following from and after the date hereof (hereof, the "Standstill Period")Stockholders and their Affiliates shall not, it will not (and it will ensure that its affiliates (and any person acting on behalf of directly or in concert with it indirectly, unless specifically requested by Parent or any affiliate) will not), without ACE's prior written approval, expressly contemplated by the Merger Agreement: (a) unless otherwise agreed to by Parent's Board of Directors, acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise acquire (or enter into any agreement or make any including through a merger proposal, including tender offer or exchange offer), any proposal which is made publicshares of Parent Stock, to purchase or otherwise acquire) any securities or direct or indirect rights to acquire Parent Stock or any other securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesParent, or any assets of Parent or any subsidiary or division thereof, other right than any acquisition of options to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more Parent Stock by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as compensation for his services as a director of the outstanding voting shares of ACE, Parent; (b) solicit proxies from make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the rules of the SEC) to vote (including by consent), or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Parent (including, without limitation, by making publicly known your position on any matter presented to stockholders), other than to recommend that stockholders of ACE or otherwise seek to influence or control the management or policies Company vote in favor of ACE or any of its affiliates, the Merger and the Merger Agreement; (c) submit to Parent any stockholder proposal under Rule 14a-8 under the Exchange Act; (d) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction (including a merger or form of reorganization) involving Parent or its securities or assets; (e) form, join or in any way participate in a "group" (within the meaning of as defined in Section 13(d)(3) of under the Exchange Act) in connection with respect to any voting securities of ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by ; (f) seek in any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents)way, directly or indirectly, to amend or waive have any provisions provision of this Section 8 2.1 amended, modified or waived; or (including g) otherwise take, directly or indirectly, any actions with the purpose or effect of avoiding or circumventing any provision of this sentence) Section 2.1 or take any action which might require ACE could reasonably be expected to make a public announcement regarding have the possibility effect of a business combinationpreventing, merger impeding, interfering with or extraordinary transactionadversely affecting its ability to perform its obligations under this Agreement.

Standstill. The Stockholder ILDE agrees that, for a period of three years following from and after the date hereof (of this Agreement until the "Standstill Period")Closing, it will ILDE shall not, and shall cause its Affiliates not (and it will ensure that its affiliates (and any person acting on behalf of to, directly or in concert with it or any affiliate) will not), without ACE's prior written approval, indirectly: (a) except for Company Equity Interests received (i) by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by the Company in respect of the shares of Company Common Stock issued pursuant to this Agreement, (ii) pursuant to the exercise of the Warrants, or (iii) pursuant to Section 4.9, (x) acquire (directly or indirectly, by purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquireotherwise) any securities of ACECompany Equity Interests or (y) authorize, any warrant make or option to purchase such securitiescommence a tender offer, any security convertible into any such securities, exchange offer or any other right to acquire such securities if upon any such purchase offer or acquisition the Stockholder owns proposal (whether written or has the right oral) to acquire (whether directly or not presentlyindirectly, by purchase or otherwise) five percent or more of the outstanding voting shares of ACE, Company Equity Interests; (b) solicit proxies from stockholders make, or in any way participate, directly or indirectly, in any “solicitation” of ACE “proxies” to vote (as such terms are used in the rules of the SEC), or otherwise seek to advise or influence any Person (other than (x) ILDE or control its Affiliates, (y) in accordance with and consistent with the management recommendation of the Company Board, or policies (z) solely in favor of ACE or the Transaction) with respect to the voting of any of its affiliates, Company Equity Interests; (c) form, join or in any way participate in a "“group" ” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) for the purpose of voting, acquiring, holding or disposing of any Company Equity Interests; (d) submit to the Company Board a written proposal for or offer of (with respect to or without conditions), any voting securities of ACE merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any of its subsidiariesSubsidiaries or any of their securities or assets, (d) otherwise act, alone or in concert make any public announcement with others, respect to seek to control such proposal or influence the management, Board of Directors or policies of ACE, offer; (e) disclose any intention, plan or arrangement inconsistent with request the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, Company to amend or waive any provisions provision of this Section 8 4.8; or (including this sentencef) or take enter into any action which might require ACE to make a public announcement regarding arrangement with any third party concerning any of the possibility of a business combination, merger or extraordinary transactionforegoing.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire During the period beginning on the date of this Agreement and ending on the Standstill Termination Date, except as permitted by the Board in its sole discretion subject to clause (or enter into vii) below), at any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquiretime the Investor and its Affiliates and Related Persons collectively beneficially own nine and nine-tenths percent (9.9%) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the issued and outstanding Shares (the “Standstill Effectiveness Period”), the Investor shall not, and shall cause its controlled Affiliates and shall direct the Related Persons not to, and shall not facilitate or encourage any other Person to, directly or indirectly, in any manner: (i) subject to Section 3(b), effect any acquisition of ownership (including by operation of law and including the acquisition of the right to vote or direct the voting shares of ACEany Common Shares) of Common Shares or securities exercisable, exchangeable or convertible into Common Shares; provided, that this clause (i) shall not limit or otherwise restrict (subject to Section 5 and any restrictions on transfer applicable to the Investor, its Affiliates and Related Persons in any other agreement or instrument) the ability of the Investor or any of its Affiliates or Related Persons to dispose of any securities of the Company. (ii) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any tender offer, take-over bid, amalgamation, plan of arrangement, merger, exchange offer, consolidation, business combination, recapitalization, restructuring or other similar transaction involving the Company or any of its Subsidiaries (or any of their respective assets) or take any action which would, or would reasonably be expected to, result in or require public disclosure regarding any of the types of matters set forth in this clause (ii); provided, that this clause (ii) shall not limit or otherwise restrict the ability of the Investor or any of its Affiliates or Related Persons to (A) tender or sell securities of the Company in any such transaction or (B) vote Common Shares or Preferred Shares beneficially owned by the Investor or any of its Affiliates or Related Persons in connection with any such transaction; (iii) (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote for, or seek to advise or influence any Person in connection with the voting of, the election of directors not nominated by the Board, (bB) solicit proxies from stockholders solicit, encourage or facilitate, directly or indirectly, any third party to engage in any such solicitation for the election of ACE directors not nominated by the Board, (C) make any public statement (or statement to another shareholder of the Company or statement which would, or would reasonably be expected to, result in or require public disclosure) in support of any such third-party solicitation for the election of directors not nominated by the Board or (D) seek or propose the election or appointment of any person to, or representation on, or nominate or propose the nomination of any candidate to, the Board, or seek or propose the removal of any member of the Board; (iv) (A) call, request the calling of, or otherwise seek or assist in the calling of a meeting of the shareholders of the Company or (B) seek, propose or submit, any proposal or matter of business (whether binding or not) to be considered or voted upon at a meeting of the shareholders of the Company, including pursuant to Rule 14a-8 under the Exchange Act or submit, or participate in, any “shareholder access” proposal; (v) publicly seek or propose to influence or control the management or policies of ACE the Company (or take any action which would, or would reasonably be expected to, result in or require public disclosure regarding any of its affiliates, the types of matters set forth in this clause (cv)); (vi) form, join have 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 ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement prohibited by, or inconsistent with the foregoing or (f) assistadvise, advise assist or encourage or enter into discussions, negotiations, agreements or arrangements with any other person Persons in doing any of connection with the foregoing; provided, however, ; (vii) request that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions provision of this Section 8 3(a) (including this sentence), in a manner that would, or would reasonably be expected to, result in or require public disclosure of such request; or (viii) agree or commit to any of the foregoing; provided, that nothing in clause (i) or take clause (ii) shall prohibit the Investor or any action which might require ACE of its Affiliates or Related Persons from acquiring or offering to make acquire, directly or indirectly, securities of any Person who beneficially owns Shares so long as (i) such Person owns less than 5% of the outstanding Common Shares and such Common Shares constitute less than 20% of such Person’s assets or (ii) such Person is a public announcement regarding passive institutional investor or other passive investment vehicle or entity, with the possibility investment in the underlying Common Shares being part of a business combinationportfolio managed on behalf of all investors in such investment. (b) Notwithstanding the prohibition set forth in Section 3(a)(i), merger in the event that the Investor’s and its Affiliates’ and Related Persons’ collective beneficial ownership of the Fully Diluted Equity Outstanding decreases below the Maximum Percentage Ownership after the date of this Agreement by reason of (x) a sale of Shares by the Investor or extraordinary transactionany of its Affiliates or Related Persons to a third party or (y) an issuance or sale of Shares by the Company in which the Investor’s and its Affiliates’ and Related Persons’ collective beneficial ownership is diluted, then the Investor and its Affiliates shall be permitted to acquire Common Shares in one or more transactions in an amount such that their collective beneficial ownership would not exceed the Maximum Percentage Ownership.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase Until the earlier of the Closing or otherwise acquire November 12, 2010 (the “No Shop Period”), neither DLT nor the DLT Holders will (i) solicit or encourage any offer or enter into any agreement or make other understanding, whether written or oral, for the sale, transfer or other disposition of any proposalcapital stock or assets of DLT to or with any other entity or person, including except as contemplated by the Transaction, other than sales of goods and services by DLT in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal which is made publicfor any such sale, transfer or other disposition; or (iii) furnish to purchase any person or otherwise acquireentity (other than EEP, and its authorized agents and representatives) any securities nonpublic information concerning DLT or its business, financial affairs or prospects for the purpose or with the intent of ACE, permitting such person or entity to evaluate a possible acquisition of any warrant capital stock or option to purchase such securities, any security convertible into any such securities, assets of DLT. If either DLT or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares DLT Holders shall receive any unsolicited communication or offer, DLT or the DLT Holders, as applicable, shall immediately notify EEP of ACE, the receipt of such communication or offer. (b) During the No-Shop Period, EEP will not (i) solicit proxies from stockholders or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of ACE any capital stock or otherwise seek assets of EEP to influence or control with any other entity or person, except as contemplated herein, other than sales of goods and services by EEP in the management ordinary course of its business; (ii) entertain or policies pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than DLT, and its authorized agents and representatives) any nonpublic information concerning EEP or its business, financial affairs or prospects for the purpose or with the intent of ACE permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of EEP. If either EEP or any of its affiliatesEEP’s stockholders shall receive any unsolicited communication or offer, (c) formEEP or such EEP stockholder, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) as applicable, shall immediately notify DLT of the Exchange Act) with respect to any voting securities receipt of ACE such communication or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionoffer.

Standstill. The Stockholder agrees Praesidium and the Manager Principals hereby agree that, for a period of three years following from and after the date hereof of this Agreement and through and including the date of the Purchaser’s annual meeting of stockholders (or any adjournment or postponement thereof) in 2021 (the "Standstill Period"“2021 Annual Meeting”), it will except as otherwise specifically provided in this Agreement, Praesidium shall not, and Praesidium and the Manager Principals shall cause Praesidium’s controlled Affiliates and its Associates (as such terms are defined below) and all Managed Client Accounts not (and it will ensure that its affiliates (and to, in any person acting on behalf of way, directly or in concert with it indirectly: 1. acquire, offer or any affiliate) will not)propose to acquire, without ACE's prior written approvalor agree to acquire, (a) directly or indirectly, by purchase or otherwise (but excluding any action by the Purchaser such as a stock dividend), (i) additional shares of Common Stock and any other securities of the Purchaser entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, securities of the Purchaser entitled to vote in the election of directors, whether or not subject to the passage of time or other contingencies (including Common Stock, “Voting Securities”), or (ii) direct or indirect rights or options to acquire (through purchase, exchange, conversion or enter into otherwise) additional Voting Securities. 2. make, participate in or encourage any agreement “solicitation” (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) of proxies with respect to the election or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities removal of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, directors of Purchaser or any other right matter or proposal with respect to acquire such securities if upon any such purchase Purchaser or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to advise, encourage or knowingly influence any person or control the management or policies of ACE or entity (any of its affiliates, (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act“Person”) with respect to the voting of any voting securities Voting Securities; 3. initiate or propose, or otherwise “solicit” (as such term is used in the proxy rules of ACE the SEC), directly or indirectly, the Purchaser’s stockholders for the approval of, shareholder proposals with respect to Purchaser, whether made pursuant to Rule 14a-4 or Rule 14a-8 under the Exchange Act or otherwise, or cause or encourage any of its subsidiaries, (d) otherwise actPerson to initiate or propose any such shareholder proposal; 4. seek, alone or in concert with others, to seek the election or appointment to, or representation on, or nominate or propose the nomination of any candidate to, the Board of Directors of Purchaser (the “Board”), or seek, alone or in concert with others, the removal of any member of the Board; 5. act alone or in concert with others to control or seek to control, or knowingly influence or knowingly seek to influence, the management, the Board of Directors or the policies of ACEPurchaser; 6. form or join in a partnership, (e) disclose any intentionlimited partnership, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase syndicate or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (iigroup, including, without limitation, a “group” as defined under Section 13(d) of the Exchange Act, with respect to any Voting Securities (other than Praesidium’s Section 13(d) group as disclosed in its Schedule 13D, as amended, with respect to the Purchaser); 7. The Stockholders also agree during such period not to request ACE (seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities, dissolution, liquidation, restructuring, recapitalization or similar transaction involving the Purchaser or its directorssubsidiaries; 8. enter into any arrangements, officers, employees understanding or agentsagreements (whether written or oral), directly with, or indirectlyadvise, finance, assist or encourage, any other Person in connection with any of the foregoing actions set forth in this Section III.A.(1-7), or make any investment in or enter into any arrangement or understanding or form a “group” with any other Person that engages, or offers or proposes to engage, in any of the foregoing actions set forth in this Section III.A.(1-7); 9. make any statement regarding any intent, purpose, plan or proposal with respect to the Board, the Purchaser, its management, policies, affairs or assets, or any Voting Securities or this Agreement that is inconsistent with the provisions of this Agreement, including, without limitation, any intent, purpose, plan or proposal that is conditioned on, or would require the waiver, amendment, nullification or invalidation of, any provision of this Agreement, or take any action that could require the Purchaser to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; or 10. request that the Purchaser or the Board or any of their respective representatives amend or waive any provisions provision of this Section 8 III.A. (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction).

Standstill. The Stockholder Each Selling Party agrees that, that for a period of three two years following from the date hereof (the "“Standstill Period"”), neither it nor any of its affiliates, alone or with others comprising a “group” (as defined under the Exchange Act), will not in any manner (1) acquire, agree to acquire, or make any proposal (or request permission to make any proposal) to acquire any securities (or direct or indirect rights, warrants or options to acquire any securities) representing in the aggregate two percent (2%) or more of the voting power of Parent Common Stock (other than the Parent Common Stock to be issued as Merger Consideration or Interests Purchase Consideration, as the case may be, and it will ensure Parent Common Stock that may be issued to individuals who are among the Selling Parties as employee compensation) or material property of Parent, unless such acquisition, agreement or making of a proposal shall have been expressly first approved (or in the case of a proposal, expressly first invited) by the Parent Board, (2) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to any securities of Parent or any of its affiliates (and any person acting on behalf of Subsidiaries or otherwise act, alone or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made publicothers, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders shareholders of ACE Parent or otherwise seek to influence or control the management or policies of ACE Parent or any of its affiliatesaffiliates (except, (c) formin the case of ▇▇▇▇ ▇▇▇▇▇▇▇▇, join in his role as director, Chairman of the Parent Board and employee of Broadpoint Capital, Inc., and in the case of any other Selling Party, in such Selling Party’s role as an employee of Parent or in any way participate in of its Subsidiaries; it being understood that the foregoing shall not prohibit any such person from expressing his or her views on matters to be voted upon by stockholders so long as such expressions do not constitute a "group" (within “solicitation” necessitating a public filing under the meaning of Section 13(d)(3) applicable rules of the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries), (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f3) assist, advise or encourage (including by knowingly providing or arranging financing for that purpose) any other person in doing any of the foregoing; provided. Each Selling Party hereby represents that neither it nor its affiliates beneficially own any shares of Parent Common Stock as of the date hereof or as of the Closing Date (other than the Parent Common Stock to be issued as Merger Consideration or Interests Purchase Consideration, howeveras the case may be). Notwithstanding the foregoing, that such Selling Party and its affiliates will not be subject to any of the restrictions set forth in this Section 8 paragraph, and this paragraph shall not prohibit the purchase terminate and be of no further force or other effect, if Parent shall have entered into a definitive agreement providing for (i) any acquisition of a majority of the voting securities of ACE Parent by any person described in Rule 13d-1(b)(1)(i) or group (other than by MatlinPatterson FA Acquisition LLC and its affiliates (collectively, the “Permitted Holders”)), (ii) any acquisition or disposition of substantially all the Exchange Act. The Stockholders also agree during such period not to request ACE consolidated assets of Parent by any person or group (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentenceother than the Permitted Holders) or take (iii) any action which might require ACE to make a public announcement regarding the possibility form of a merger, business combination, merger acquisition, restructuring, recapitalization or extraordinary similar transaction with respect to Parent pursuant to which, immediately following such transaction, any person (other than the Permitted Holders) or the direct or indirect shareholders of such person shall beneficially own a majority of the outstanding voting power of Parent or of the surviving parent entity in such transaction.

Standstill. The Stockholder 7.1 Subscriber agrees that, for that until the earlier of (i) the third (3rd) anniversary of the First Step Investment Closing and (ii) the occurrence of a period of three years following the date hereof Significant Event (as defined below) (the "“Standstill Period"”), without the prior written consent of the Issuer, it will not (and at any time, nor will it will ensure that cause or permit any of its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, to: (a) purchase effect or otherwise acquire seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, knowingly facilitate or knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (x) any acquisition of any securities (or enter into beneficial ownership thereof), or rights or options to acquire any agreement securities (or make any proposalbeneficial ownership thereof) as a result of which Subscriber would beneficially own more than thirty-five percent (35%) of the issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis, including any proposal which is made public, to purchase or otherwise acquire(y) any tender or exchange offer, merger or other business combination involving the Issuer or assets of the Issuer constituting a significant portion of the consolidated assets of the Issuer, or (z) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Issuer or any of its affiliates, ; (cb) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to the Issuer or otherwise act in concert with any voting securities person in respect of ACE or any of its subsidiaries, such securities; (dc) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board of Directors or policies of ACE, the Issuer or to obtain representation on the Board; (ed) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might would or would reasonably be expected to require ACE the Issuer to make a public announcement regarding any of the possibility types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 7 shall (I) restrict or prohibit the any representative of Subscriber on the Board from taking any action, or refraining from taking any action in connection with his or her role as a member of the Board or (II) restrict Subscriber’s acquisition of the Shares in accordance with the terms of this Subscription Agreement. Further, nothing in this Section 7 shall prohibit Subscriber from making any proposal or offer with respect to the foregoing directly to the Board on a confidential basis; provided that such proposal or offer would not reasonably be expected to require any public disclosure regarding such proposal or offer. For purposes of this Section 7, a “Significant Event” shall mean (A) the entry by the Issuer into a definitive agreement providing for, directly or indirectly, (x) any acquisition or purchase by any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than by Subscriber or any of its affiliates, of securities representing or convertible into fifty percent (50%) or more of the then outstanding voting securities of the Issuer or any of its subsidiaries, (y) any merger, consolidation, business combination or similar transaction involving the Issuer or any of its subsidiaries pursuant to which the stockholders of the Issuer immediately preceding such transaction will hold less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting entity of such transaction; or (z) any sale, lease, exchange, transfer, license or disposition of all or a majority of the consolidated assets of the Issuer and its subsidiaries (any of the transactions described in the foregoing clauses (x), (y) or (z), an “Acquisition Transaction”), (B) commencement or other public announcement by a person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than Subscriber or any of its affiliates, of a business combinationtender offer or exchange offer which, merger if consummated, would constitute an Acquisition Transaction and the Board either accepts or extraordinary transactionrecommends such offer or fails to recommend within ten (10) Business Days from the date of commencement or other public announcement of such offer that its stockholders reject such offer and (C) the closing price of the Class A common stock falls below $5.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period.

Standstill. The Stockholder (a) Each of the members of the ▇▇▇▇▇▇▇▇▇ Group agrees that, for a period of three years following during the date hereof (the "Standstill Period"), he or it will not (not, and he or it will ensure that its affiliates (cause each of such Person’s Affiliates and any person Associates and require other Persons acting on his or its behalf of not to, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, alone or in concert with it any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any affiliate) will not)other manner, without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) beneficial ownership of any securities of ACEthe Company; provided, however, that this restriction shall not apply to any warrant securities received by each of the Nominees pursuant to Section 8 of this Agreement; (ii) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or option to purchase such securities, otherwise) or any security convertible into any such securitiesnotice of nomination or other business for consideration at a stockholder meeting or written consent in lieu thereof, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire than as expressly permitted by this Agreement; (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (ciii) form, join in or in any other way participate in a "“partnership, limited partnership, syndicate or other group" (” within the meaning of Section 13(d)(3) of the Exchange ActAct 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 as set forth in the Schedule 13D on the date hereof; (iv) 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 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 2011 Annual Meeting or, if applicable, the 2012 Annual Meeting as set forth in this Agreement; (v) seek, in any capacity other than as a member of the 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 a proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company, except as a member of the Board or otherwise as expressly permitted by this Agreement; provided, however, that the foregoing shall not prohibit the ▇▇▇▇▇▇▇▇▇ Group from (A) making statements contemplated by Rule 14a-1(l)(2)(iv)(B) under the Exchange Act to the extent applicable to holders of interests in Prentice Capital Management, LP and Prendel, LLC, and by Rule 14a-1(l)(2)(iv)(C) to the extent relating to the foregoing statements), (B) engaging in discussions with other stockholders (so long as the ▇▇▇▇▇▇▇▇▇ Group does not initiate such discussions and such discussions are in compliance with the terms and conditions hereof) (clauses (1) and (2), together, “Permitted Actions”) with respect to any transaction that has been publicly announced by the Company involving a recapitalization of the Company, or a material acquisition, disposition or sale of assets or a business by the Company, or a change of control of the Company, (C) voting securities as it sees fit on any matter other than with respect to the election of ACE directors, or (D) privately contacting the Board or management of the Company to express his views regarding Company matters so long as such contact or communication (1) will not require or result in an amendment to or other public disclosure in connection with the Schedule 13D filed by the ▇▇▇▇▇▇▇▇▇ Group or any of its affiliates with respect to the Company and (2) does not unduly interfere with management’s duties and responsibilities or the day-to-day operation of the Company’s business and affairs; (vi) effect or seek to effect, in any capacity other than as a member of the Board (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third Person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (A) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, or any sale, lease, exchange, pledge, mortgage, or transfer thereof (dincluding through any arrangement having substantially the same economic or other effect as a sale, lease, exchange, pledge, mortgage, or transfer or assets); (B) otherwise actany tender offer or exchange offer, alone merger, acquisition or in concert other business combination involving the Company or any of its subsidiaries, or (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with othersrespect to the Company or any of its subsidiaries; (vii) 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 seek to control any journalist, member of the media or influence the managementsecurities analyst) of, Board of Directors or policies of ACEany intent, (e) disclose any intentionpurpose, plan or arrangement inconsistent with proposal to obtain any waiver, or consent under, or any amendment of, any of the foregoing provisions of Sections 4 or 5 of this Agreement, or otherwise seek (fin any manner that would require public disclosure by any of the members of the ▇▇▇▇▇▇▇▇▇ Group or their Affiliates or Associates) assistto obtain any waiver, advise consent under, or encourage amendment of, any provision of this Agreement; (viii) 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; (ix) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, cause, solicit, induce, assist or encourage, any other person Person that engages, or offers or proposes to engage, in doing any of the foregoing; providedor (x) take, howevercause, that this Section 8 shall not prohibit the purchase solicit, induce or other acquisition of securities of ACE by assist others to take any person described in Rule 13d-1(b)(1)(i) and (ii) action inconsistent with any of the Exchange Actforegoing. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any Notwithstanding the provisions of this Section 8 5, the members of the ▇▇▇▇▇▇▇▇▇ Group shall be entitled to acquire, from time to time, in one or more transactions in the open market, in privately negotiated transactions or from the Company, additional securities of the Company, if, after giving effect to any acquisition of the additional securities, the number of shares of Common Stock beneficially owned by the ▇▇▇▇▇▇▇▇▇ Group would not exceed 14.0% of the aggregate number of shares of Common Stock outstanding (including this sentence) or take any action which might require ACE to make a public announcement regarding as reported in the possibility of a business combination, merger or extraordinary transactionmost recent report filed by the Company with the SEC containing such information).

Standstill. The Stockholder agrees thatUpon an exercise of the Option which results in Grantee or any Holder owning in excess of 9.9% of the then outstanding shares of Common Stock, for a period the person who would own in excess of three years 9.9% of such shares shall be subject to the following the date hereof restrictions: (the "Standstill Period"), a) it and its affiliates will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise provide or arrange financing to or for others or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agentsto), directly or indirectly, acting alone or as part of a group, (i) propose to amend Issuer or waive to any provisions of Issuer's security holders or any other person any merger, consolidation or similar transaction, acquisition of a substantial portion of Issuer's business or assets, an acquisition of any of Issuer's securities or any other transaction involving any of Issuer's securities, in any such case involving it and the Issuer or the Issuer and any third party, (ii) acquire by purchase or otherwise, or agree, propose or offer to acquire any of the securities of Issuer or any interest therein (other than pursuant to exercises of the Option, stock dividends or other distributions by the Issuer or offerings by Issuer made available to holder of shares of Common Stock generally), (iii) otherwise seek to influence or control, in any manner whatsoever, (including proxy solicitation, becoming a "participant" in any "election contest," or otherwise), the management or policies of the Issuer or (iv) enter into discussions, negotiations, arrangements or understandings with, or solicit or encourage, any third party with respect to any of the foregoing or make public disclosure in respect of any of the foregoing or request permission to do any of the foregoing. (As used in this Agreement, the term "affiliate" shall have the meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934.) (Notwithstanding the foregoing, any employee benefit, pension or similar plan of such person or the Company, as the case may be, may own, acquire or transfer up to 1% of any class of securities of an Issuer in the ordinary course of business, solely for investment.); and (b) it shall not sell, transfer or dispose of the Option Shares (a "Transfer") except: (i) to affiliated or associated persons who agree to become subject to this Agreement on the same terms as such person; (ii) in connection with a bona fide pledge, after default in the obligation secured by the pledge; (iii) an offering or distribution of the Shares in compliance with the Securities Act in which reasonable efforts are made not to knowingly sell 5% or more of the then outstanding shares of Common Stock to any one person (including its affiliates and other members of a "group" within the meaning of Rule 13(d)(3) of the Securities Exchange Act of 1934); (iv) in compliance with the requirements of Rule 144 under the Securities Act; (v) in privately negotiated transactions which would not, to the reasonable knowledge of such person after reasonable inquiry, after giving effect to the Transfer result in the acquiror's ownership of 5% or more of the outstanding shares of Common Stock; (vi) pursuant to a tender or exchange offer (as such terms are used in the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) made by a party not affiliated or associated with such person for all outstanding Shares as to which offer a majority of the directors of the Issuer then in office have not recommended that stockholders not tender or exchange their Shares; or (vii) pursuant to a tender or exchange offer by the Issuer or in a merger or other transaction pursuant to an agreement with the Issuer. These restrictions shall expire upon the earlier of (i) five years from the date of this Section 8 Agreement and (including ii) the date upon which such person owns less than 5% of the outstanding shares of Common Stock so long as this sentence) person continues to own less than 5% of the outstanding shares of Common Stock for the next twelve consecutive months and, if its ownership is 5% or take any action which might require ACE more of the outstanding shares during this twelve month period, then these restrictions shall once again apply to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionthat person.

Standstill. The Each Stockholder agrees thatshall not, for a during the period commencing on the Closing Date and continuing until the earlier of three years following (1) 120 days after the Closing Date and (2) the date hereof such Stockholder ceases to own any Holdco Common Stock (such period, the "“Standstill Period"”), unless such action has been specifically invited in writing by the Holdco Board (it will being understood that execution of this Agreement by Parent or Holdco does not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will notconstitute such an invitation), without ACE's prior written approvaland such Stockholder will direct its Representatives not to, directly or indirectly: (a) purchase effect or seek, offer or propose (whether publicly or otherwise acquire (and whether or enter into not subject to conditions) to effect or seek, or announce any agreement intention to effect or make any proposalseek, including any proposal which is made public, to purchase or cause or otherwise acquire) participate in: i. any securities of ACEacquisition of, or obtaining any economic interest in, any warrant right to direct the voting or option to purchase such securities, any security convertible into any such securitiesdisposition of, or any other right to acquire such securities if upon with respect to, any such purchase Holdco Common Stock; ii. any tender or acquisition the Stockholder owns exchange offer, consolidation, acquisition, merger, joint venture, business combination or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE extraordinary transaction involving Holdco or any of its affiliatesSubsidiaries or all or a material portion of the assets of Holdco or any of its Subsidiaries (except that any Stockholder or its Representatives may affect or pursue an acquisition of any assets offered for sale by Holdco or any of its Subsidiaries); iii. any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Holdco or any of its Subsidiaries; or iv. any “solicitation” of “proxies” (cas such terms are defined in Regulation 14A promulgated by the SEC) or consents to vote any voting securities of Holdco or any of its Subsidiaries from any holder of any voting securities of Holdco or any of its Subsidiaries, or otherwise advise, assist or encourage any Person with respect to the voting of any voting securities of Holdco or any of its Subsidiaries; (b) form, join join, become a member of, or in any way participate in or engage in negotiations, arrangements, understandings or discussions regarding, a "“group" ” (within the meaning of Section 13(d)(3Rule 13d-5(b)(l) of promulgated under the Exchange Act) with respect to any voting or other securities of ACE Holdco or any of its subsidiariesSubsidiaries or any securities convertible into or exercisable or exchangeable for any voting or other securities of Holdco or any of its Subsidiaries or otherwise act in concert with any Holdco in respect of any such securities; (c) call, request, or seek to have called any meeting of the stockholders of Holdco or execute any written consent in lieu of a meeting of holders of any securities of Holdco; (d) otherwise actadvise, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or knowingly encourage, or direct any Person to advise, assist or knowingly encourage any other person in doing persons with respect to any of the foregoing; provided, however, that conduct prohibited by this Section 8 shall not prohibit 3. Notwithstanding the purchase or other acquisition foregoing, the parties agree and acknowledge that (i) each Stockholder may vote its shares of securities Holdco Common Stock at any meeting of ACE by any person described holders of Holdco Common Stock in Rule 13d-1(b)(1)(i) its sole discretion and (ii) any Stockholder may coordinate any such vote with, act in concert with, and be part of a “group” with, any other Holdco stockholder that is an Affiliate of such Stockholder (iii) each Stockholder may participate as a seller in any tender or exchange offer commenced by a third party (for the Exchange Act. The Stockholders also agree during such period avoidance of doubt, not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions in violation of this Section 8 (including this sentenceAgreement) or take any action which might require ACE by Holdco and (iv) this Section 3 will only apply to make a public announcement regarding (A) the possibility Stockholders and (B) their permitted transferees pursuant to Section 2(b)(ii) of a business combination, merger or extraordinary transactionthis Agreement in respect of Locked Up Securities owned by such permitted transferees.

Standstill. The Stockholder agrees that(a) From and after the Offer Closing and until the seventh anniversary of the Offer Closing Date, for neither Sponsor nor Offeror shall, and shall not permit their respective Affiliates to, and, as a period of three years following condition to participating in the date hereof (Equity Financing, Offeror shall cause the "Standstill Period")other Equity Investors to agree not to, it will not (and it will ensure that its affiliates (and any person acting on behalf of alone or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase Person or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) form, join or in any way participate in a "group" group (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) (“Restricted Offeror Persons”), without the prior written request of a majority of the members of the Company Board excluding the Offeror Related Directors, directly or indirectly: (i) acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any Company Common Stock or any securities convertible into or exercisable for Company Common Stock (“Subject Securities”); (ii) directly or indirectly, acquire, offer or propose to acquire or agree to acquire (or request permission to do so), ownership (including, but not limited to, Beneficial Ownership) of any of the assets or businesses of the Company or any Subsidiary thereof or any securities issued by a Subsidiary of the Company, or any rights or options to acquire such ownership (including from a third party); (iii) engage in any “solicitation” (within the meaning of the Exchange Act) of proxies or consents relating to the election of directors with respect to the Company, or become a “participant” in any “election contest” (both within the meaning of the Exchange Act) seeking to elect directors not nominated by the Company Board; (iv) make, announce, disclose publicly, propose publicly or induce or attempt to induce any other Person to initiate any stockholder proposal; (v) in any manner, agree, attempt, seek or propose to deposit any securities of the Company or any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any securities of the Company in any voting trust or similar arrangement; (vi) form or join in the formation of a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of ACE the Company or any Subsidiary thereof, other than any such “group” consisting exclusively of its subsidiaries, Offeror and any Affiliates of Offeror; (dvii) (i) finance (or arrange financing for) any Person or (ii) otherwise actknowingly encourage or advise another Person, alone or in concert each case in connection with others, to seek to control or influence any of the management, Board of Directors or policies of ACE, foregoing; (eviii) disclose publicly announce any intention, plan or arrangement inconsistent with the foregoing foregoing; or (ix) seek or (f) assist, advise or encourage any other person in doing request permission to do any of the foregoing, publicly request to amend or waive any provision of this Section 2.09 (including, without limitation, this clause), in each case, in any manner that would require public disclosure thereof; provided, howeverthat the restrictions in clauses (iii), that this Section 8 shall not prohibit the purchase (iv) or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i(vi) (and clauses (vii) and (iiviii) to the extent relating to clauses (iii), (iv) or (vi)) (such restrictions collectively, the “Governance Standstill Restrictions”) of this Section 2.09(a) shall no longer apply upon the earlier of (A) the second anniversary of the later of the Offer Closing Date and the Issuance and (B) any termination of employment of ▇▇. ▇▇▇▇▇▇ by the Company Board if all of the Offeror Designees voted against such action (a “CEO Trigger Event”); provided, further that if at any time any Restricted Offeror Person engages in any of the conduct specified in the Governance Standstill Restrictions, then, (A) at no time thereafter may any Restricted Offeror Person nominate any individual who, upon taking office, would be an Offeror Related Director to replace (either upon removal or the expiration of the applicable term of) any member of the Company Board who is considered an “independent director” of the Company under Rule 303A of the NYSE Corporate Governance Standards; provided that, for the avoidance of doubt, any Restricted Offeror Person may nominate an individual who, upon taking office, would be an Offeror Related Director to replace (either upon removal or the expiration of the applicable term of) any member of the Company Board who is not considered an “independent director” and (B) at all times thereafter, the Company Board shall be permitted to form and/or maintain an independent committee (which may be a “special committee”) comprised of members of the Company Board other than Offeror Related Directors, including in response to such conduct. For purposes of this Agreement, a Person shall be deemed to “Beneficially Own” any securities of which such Person or any such Person’s Affiliates is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act. The Stockholders also agree during “Offeror Related Directors” are, collectively, the Offeror Designees and any member of the Company Board that is an Affiliate or associate of, or has a material relationship with, Sponsor, any other Equity Investor or Offeror or their respective Affiliates. Notwithstanding anything to the contrary in this Agreement, the shares of Company Common Stock set forth on Section 4.07 of the Offeror Disclosure Letter shall not be subject to Sections 1.04, 2.09 or 2.10 of this Agreement. (b) Notwithstanding Section 2.09(a), but subject to applicable Laws, from and after the Offer Closing, (i) at any time and from time to time, Sponsor and/or Offeror may make open market purchases of, or a tender offer for, at a price per share of Company Common Stock not less than the then prevailing market price with respect to open market purchases and not less than the closing price on the NYSE on trading day immediately preceding the commencement of the tender offer with respect to a tender offer, a number of shares of Company Common Stock that, when added to the shares of Company Common Stock Beneficially Owned by the Restricted Offeror Persons prior to and following such period purchase, would be equal to up to, but no more than, 30% of the then outstanding shares of Company Common Stock, and (ii) the Company shall not enter into in any poison pill agreement, stockholders rights plan or similar agreement that limits Offeror’s or any of its Affiliates’ rights to acquire shares of Company Common Stock pursuant to clause (i) of this Section 2.09(b) (it being understood that the Company may enter into any poison pill agreement, stockholders rights plan or similar agreement that does not limit Offeror’s or any of its Affiliates’ rights to acquire shares of Company Common Stock pursuant to clause (i) of this Section 2.09(b), including by entering into such an agreement or plan that limits the ability of the Restricted Offeror Persons (individually or as part of any group) to acquire shares of Company Common Stock resulting in their ownership of more than 30% of the then outstanding shares of Company Common Stock or gives other persons additional rights in the event of such acquisition(s)). Notwithstanding anything to the contrary in this Section 2.09, from and after the Offer Closing, in no event shall the Restricted Offeror Persons be permitted to collectively Beneficially Own more than 30% of the then outstanding shares of Company Common Stock without the prior written request ACE of a majority of the members of the Company Board excluding the Offeror Related Directors. (c) Notwithstanding the foregoing, it is agreed that (i) the restrictions set forth in this Section 2.09 shall not (1) prevent any Restricted Offeror Person or any of their respective Affiliates from engaging in brokerage, investment advisory or management, trust and fiduciary, arbitrage, trading and lending activities in the normal and usual course of business consistent with past practice, (2) apply to any portfolio company of the Sponsor or any other Equity Investor or any of their respective Affiliates so long as such portfolio company is not (x) under the control of or (y) under common control with the Sponsor or such other Equity Investor, as applicable, or (3) restrict any Offeror Designee or other director or officer of the Company from acting, in such capacity, in accordance with his or her fiduciary duties on behalf of the Company and its directorsstockholders under applicable Law; or (ii) a Restricted Offeror Person shall not be deemed to Beneficially Own or be the Beneficial Owner of any Subject Securities Beneficially Owned by any Person to the extent such Person acquired Beneficial Ownership from engaging in brokerage, officersinvestment advisory or management, employees trust and fiduciary, arbitrage, trading and lending activities in the normal and usual course of business consistent with past practice or agentsis otherwise is a portfolio company included in the scope of sub-clause (2) or clause (i) of this Section 2.09(c); provided in any case described in this clause (c) that such Restricted Offeror Person does not provide to such entity any material non-public information concerning the Company or any Company Subsidiary and such portfolio company is not acting at the request or direction of or in coordination with such Restricted Offeror Person. Without limiting the generality of the foregoing, the terms of this Section 2.09 shall not limit, restrict or impair the ability of any Restricted Offeror Person or any of its Affiliates from, subject to applicable Laws, directly or indirectly, proposing, committing on, participating in and/or providing debt financing to amend a prospective buyer regarding a proposed or waive any provisions of this Section 8 definitive transaction with the Company or its Subsidiaries (including this sentencea tender offer approved by the Company Board) so long as the Company Board did not at any time oppose or take reject the proposal (as opposed to the proposed terms) of such transaction. The term “debt” as used in the prior sentence shall include, without limitation, institutional debt (bank or otherwise), commercial paper, notes, debentures, bonds, other evidences of indebtedness, and debt securities and debt instruments that are convertible into equity securities of the Company, its Subsidiaries or any action which might require ACE to make of their respective affiliates. “Restricted Representatives” shall mean those individuals employed by or associated with a Restricted Offeror Person or any Affiliate thereof who have material non-public announcement regarding information concerning the possibility of a business combination, merger Company or extraordinary transactionany Company Subsidiary.

Standstill. The Stockholder agrees that8.1 Until March 16, for a period 2026, EIG shall not, and shall procure that none of three years following the date hereof (the "Standstill Period")its Affiliates shall, it will not (and it will ensure that its affiliates (and any person either alone or with other persons, directly or indirectly, whether alone or acting on behalf of or in concert with others, without ▇▇▇▇▇▇’s prior written consent: (a) acquire, offer to acquire, procure, induce or encourage any other person to acquire any further direct or indirect interest in any shares of Common Stock or other securities of Parent or any member of its Group (“Parent Securities”) or enter into any agreement, arrangement or understanding (whether legally binding or not) or do or omit to do any act as a result of which it or any affiliateperson may acquire any further direct or indirect interest in any Parent Securities; (b) will make, announce, procure or induce any other person to make or announce any firm offer, possible offer, invitation or solicitation for all or any interest in Parent Securities, or enter into any agreement, arrangement or understanding (whether legally binding or not), without ACE's prior written approvalor do or omit to do any act as a result of which any person may become obliged to make or announce a firm offer, possible offer, invitation or solicitation for such an interest; (ac) purchase submit any proposal which because of its terms would be required to be made public by Parent, or otherwise acquire announce any proposal for any purchase, offer, tender, merger, consolidation, share exchange, restructuring, recapitalization or similar transaction which in any case involves Parent Securities or any material undertakings, assets or business of Parent; (d) make or in any way participate, directly or indirectly, in any solicitation of proxies (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) or votes or any attempt to influence votes from or by any holder of Common Stock or other Parent Securities in connection with any vote of holders of Parent Securities (other than, in each case, in a manner that is recommended by the Board) or call, or seek to call, a meeting of the stockholders of Parent or initiate any stockholder proposal for action by stockholders of Parent; (e) enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire arrangement (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Actlegally binding) with respect any person relating to any voting securities of ACE or any of its subsidiaries, (d) otherwise act, alone or in concert connected with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction.or

Standstill. The Stockholder agrees Recipient represents and warrants to the Company that, as of the date hereof, it does not beneficially own (as defined in Rule 13d-3 of the Exchange Act) any securities of the Company or any securities or contract rights (other than in respect of broadly based index funds, exchange traded funds, mutual funds or similar funds) the value of which are dependent on the value of the securities of the Company. In further consideration of being furnished the Proprietary Information, the Recipient also agrees that for a period of three years following one (1) year from the date hereof of this letter agreement (the "“Standstill Period"”), it will not (and it will ensure that neither the Recipient nor any of its affiliates will, and the Recipient and its affiliates will direct its Representatives (to the extent acting at the Recipient’s or its affiliates’ direction and any person acting on behalf of its or in concert with it their behalf) not to, directly or any affiliate) will not)indirectly, without ACE's the prior written approval, consent of the Board of Directors of the Company: (a) purchase effect or otherwise seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or in any way knowingly assist, knowingly facilitate or knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of (or obtaining any right to direct the voting or disposition of) any securities (including any derivative securities), or rights or options to acquire (or enter into obtain any agreement right to direct the voting or make any proposal, including any proposal which is made public, to purchase or otherwise acquiredisposition of) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if material assets of the Company, in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon any such purchase the satisfaction of one or acquisition the Stockholder owns or has the right to acquire more conditions (whether or not presentlywithin Recipient’s control) five percent pursuant to any agreement, arrangement or more understanding or otherwise, (ii) any tender or exchange offer, consolidation, business combination, acquisition, merger, amalgamation, joint venture, partnership or similar transaction involving the Company or any material assets of the outstanding voting shares of ACECompany, (biii) solicit proxies from stockholders any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, (iv) any “solicitation” of ACE or otherwise seek “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to influence or control vote any voting securities of the management or policies of ACE Company or any of its affiliatessubsidiaries or to consent to any action from any holder of any voting securities of the Company or seek to advise or influence any person with respect to the voting of or the granting of any consent with respect to any voting securities of the Company; or (v) any acquisition of a material portion of the assets of the Company; (b) make, or in any way participate in, directly or indirectly, (i) any “solicitation” of “proxies” (as such terms are used in the proxy 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 the Company or any of its subsidiaries or (ii) any demand for a copy of the Company’s stock ledger, list of stockholders or any other books and records of the Company; (c) form, join or in any way participate in a "“group" (within the meaning of ” as defined in Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; (d) make any public disclosure (subject to Section 3), or take any other action, that would reasonably be expected to require the Company to make any public disclosure, with respect to any voting securities of ACE or any of its subsidiaries, the foregoing; (de) otherwise actact (including by providing financing for another party), alone or in concert with othersothers (including shareholders of the Company), to seek to control control, advise, change or influence influence, in any manner, the management, Board of Directors Directors, governing instruments, policies or policies affairs of ACE, the Company; (ef) disclose any intention, plan or arrangement inconsistent with the foregoing foregoing; or (g) knowingly advise, knowingly assist or (f) assist, advise or knowingly encourage any other person persons in doing connection with any of the foregoing; provided, howeverthat none of the foregoing restrictions shall prevent the Recipient or its affiliates from acquiring any company or entity or any interest or securities in any company or entity that holds, that or is interested in, any of Company’s or any of the Company’s affiliates’ securities or assets, except where the prinicipal reason for such acquisition is to acquire an interest in the Company’s or any the Company’s affiliates’ securities or assets. Notwithstanding anything in this letter agreement to the contrary, the provisions of this Section 8 4 shall not prohibit the purchase be inoperative and of no force and effect if any other person or other acquisition of securities of ACE by any person described “group” as defined in Rule 13d-1(b)(1)(i) and (iiSection 13(d)(3) of the Exchange Act (i) executes a definitive agreement with the Company to acquire (x) beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of more than 50% of the Company’s outstanding voting securities or (y) assets of the Company and its subsidiaries representing more than 50% of the consolidated earning power of the Company and its subsidiaries, taken as a whole, or (ii) commences a tender offer or exchange offer that, if consummated, would result in the acquisition of beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of more than 50% of the Company’s outstanding voting securities and, in the case of clause (ii), the Company’s Board of Directors fails to recommend against its shareholders tendering their shares into such offer within 10 business days after the commencement of such offer or at any time thereafter at which it publicly takes a new position with respect to such offer. The Stockholders expiration of the Standstill Period (or, if earlier, the termination of the provisions of this Section 4) will not terminate or otherwise affect any of the other provisions of this letter agreement; provided, that following the earlier of such expiration or termination, nothing in this letter agreement shall restrict the use or, to the extent required by applicable Law, the disclosure of Transaction Information in connection with any of the actions described in clauses (a)-(g) of the first paragraph of this Section 4. The Recipient also agree during such period agrees not to publicly request ACE that the Company or any of its Representatives amend or waive any provision of this Section 4 (including this sentence); provided, that nothing contained in this letter agreement shall prevent the Recipient or any of its directorsRepresentatives from making confidential communications to the Comapany’s Chief Executive Officer and/or its Board of Directors (including, officerswithout limitation, employees a confidential proposal to acquire the Company or agents), directly or indirectly, a confidential request to amend or waive any provisions provision of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction4).

Standstill. The Stockholder agrees thatExcept as otherwise provided in this Agreement or the Certificate of Designations, for a period until the later of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase one (1) year after the Closing and (b) the date the Purchaser is no longer entitled, or otherwise acquire waives its right, to designate one director to the Board of Directors pursuant to Section 4.1, without the prior written consent of the Company, the Purchaser will not at any time, nor will it cause any of its Affiliates to: (i) effect or seek, offer or publicly propose to effect, or publicly announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition or series of acquisitions of any equity securities (or enter into beneficial ownership thereof) or rights or options to acquire any agreement equity securities (or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesbeneficial ownership thereof), or any other right securities convertible into or exchangeable for any such equity securities (or beneficial ownership thereof) of the Company, such that, after giving effect to such acquisition(s), Purchaser and its Affiliates would increase their beneficial ownership of Common Stock by more than five percent (5%) in the aggregate within any twelve month period; provided, this clause (A) shall not restrict (I) the conversion of the Purchased Notes or the shares of Series A Preferred Stock (or any dividends received thereunder) or the receipt of dividends upon shares of Series A Preferred Stock or (II) any exercise of the Purchaser’s rights to acquire New Securities pursuant to Article VI or (B) any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries; (ii) make, participate in or encourage any “solicitation” (as such securities if upon term is used in the proxy rules of SEC) of proxies or consents with respect to the election or removal of directors or any other matter or proposal; (iii) become a “participant” (as such term is used in the proxy rules of the SEC) in any such purchase solicitation of proxies or acquisition consents; (iv) seek to advise, encourage or influence any Person with respect to the Stockholder owns voting or has the right to acquire (whether or not presently) five percent or more disposition of any of the outstanding voting shares securities of ACEthe Company; (v) initiate, encourage or participate, directly or indirectly, in any “vote no,” “withhold” or similar campaign; (bvi) solicit proxies from stockholders of ACE otherwise act to seek representation on or otherwise seek to control or influence or control the management or policies of ACE the Company or any of its affiliates, (c) form, join or in any way participate in a "group" (within to obtain representation on the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors of the Company (beyond their right to do so based on their representation on the Board of Directors pursuant to Section 4.1); (vii) publicly submit any shareholder proposal to the Company; or policies (viii) publicly propose any change of ACEcontrol or other material transaction involving the Company. Nothing in this Section 4.4 shall (v) restrict or prohibit a Series A Director or Purchaser Nominee, as applicable, from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary or appropriate in light of his or her fiduciary duties as a member of the Board of Directors, (ew) restrict or prohibit the making or submission to the Company and/or the Board of Directors any proposal by the Purchaser Parties that would not reasonably be expected to result in the Company being obligated to publicly disclose such proposal, (x) restrict or prohibit participation in rights offerings made by the Company to all holders of Common Stock or Series A Preferred Stock, (y) restrict or prohibit the Purchaser’s acquisition, disposition, sale or Transfer of the Common Stock or Purchased Notes (or shares of Series A Preferred Stock issued upon exchange thereof (or Conversion Shares issued upon conversion thereof)) (including the accretion of dividends thereon and any intentiondividends payable in any other security), plan or arrangement inconsistent in each case, in accordance with the foregoing terms of this Agreement and the Certificate of Designations or (fz) assist, advise limit or encourage restrict any other person Transfer pursuant to a Permitted Loan or any foreclosure thereunder or Transfer in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility lieu of a business combination, merger or extraordinary transactionforeclosure thereunder.

Standstill. The Stockholder agrees that, for (a) For a period of three six (6) years following from the date hereof Closing (the "“Standstill Period"”), it will not (the Investor shall not, and it will the Investor shall ensure that none of its affiliates (and Affiliates shall, nor shall any person acting on behalf of or the foregoing Persons act in concert with it any other Person to, directly or any affiliate) will not)indirectly, without ACE's the prior written approval, consent of a majority of the Company Nominated Directors who are Independent Directors: (ai) purchase acquire or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right agree to acquire (whether by purchase, tender or not presently) five percent exchange offer, through acquisition of control of another Person, by joining a 13D Group, through the use of a derivative instrument or more voting agreement, or otherwise), Beneficial Ownership of the outstanding voting shares of ACEany Equity Securities, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any Economic Right or Voting Right to or regarding any Equity Securities, or authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire Equity Securities, in each case, if the effect of such acquisition would be that the Common Stock Beneficially Owned in the aggregate by the Investor and its affiliatesAffiliates (including, without limitation, any 13D Group of which any Investor or any Affiliate thereof is a member), or with respect to which the Investor, its Affiliates or any such 13D Group would have Economic Rights or Voting Rights, would exceed the Standstill Limit (cit being understood that in the event that there shall be more than one (1) formInvestor, join all shares Beneficially Owned and all Economic Rights and Voting Rights held by all Investors and all other Persons that are participants in any 13D Group of which any Investor is a member shall be aggregated, and deemed Beneficially Owned and held by each Investor, for purposes of this Section 3.2(a)(i)); (ii) (A) make or in any way participate in a "group" any “solicitation” of “proxies” (within as such terms are used in the meaning of Section 13(d)(3) rules and regulations of the Exchange ActSEC) with respect to any Voting Stock, or (B) seek to advise or influence any Person with respect to the voting securities of ACE any Voting Stock (other than (x) the Investor or any Affiliate or (y) in accordance with and consistent with the recommendation of the Board); (iii) deposit any Voting Stock or Series B Shares in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock or Series B Shares to any arrangement or agreement with any Person (other than between the Investor and any of its subsidiariesFirst Tier Affiliates) with respect to the voting of such Voting Stock or Series B Shares; (iv) join a 13D Group (other than a group comprising solely of the Investor and its Permitted Transferees) or other group, or otherwise act in concert with any third Person for the purpose of acquiring, holding, voting or disposing of Voting Stock, Series B Shares or Convertible Securities; (dv) effect or seek, offer or propose (whether publicly or otherwise) to effect any Change of Control or any acquisition of Equity Securities in excess of the Standstill Limit; (vi) otherwise act, alone or in concert with others, to seek effect or seek, offer or propose (whether publicly or otherwise) to effect control or influence of the management, Board of Directors or policies of ACE, the Company; or (evii) disclose otherwise take any intention, plan action that would or arrangement inconsistent with could reasonably be expected to compel the foregoing or Company to make a public announcement (fincluding any disclosure required to be made in any SEC filing under the rules and regulations of the SEC) assist, advise or encourage any other person in doing regarding any of the foregoing; provided, however, that matters set forth in this Section 8 3.2(a). Notwithstanding the foregoing, the restrictions contained in this Section 3.2(a) shall not prohibit (A) apply with respect to the purchase election of the Series B Directors by Investor and its Permitted Transferees in accordance with the Certificate of Designation, (B) prevent, restrict, encumber or in any way limit the ability of any Series B Director to vote on matters, make non-public statements to officers, employees, agents, management or other acquisition of securities of ACE by Directors or to take any person described in Rule 13d-1(b)(1)(i) and (ii) action or make any statement at any meeting of the Exchange Act. The Stockholders also agree during such period not Board or any committee or subcommittee thereof in his or her capacity as a Director, (C) apply to request ACE (or its restrict any non-public discussions or other non-public communications between or among directors, members, officers, employees or agentsagents of the Investor or any First Tier Affiliate of the Investor, or (D) restrict any disclosure or statements required to be made by any Series B Director or the Investor under applicable law. (b) If during the Standstill Period the Investor is entitled (as a result of dilution due to future share issuances by the Company) to purchase shares of Common Stock (up to the Standstill Limit) in compliance with this Section 3.2, then unless the Board otherwise approves such purchases shall be made in full compliance with all applicable securities laws, but shall not be made by means of any tender offer. (c) The restrictions set forth in Section 3.2(a) shall terminate if, at any time during the Standstill Period, (i) the Company publicly announces its entry into a definitive agreement, the consummation of which would result in a Change of Control, and such agreement has not been approved by a majority of the Series B Directors, (ii) the Company shall have waived the terms of its Rights Agreement to permit any Person (other than the Investor or any 13D Group of which the Investor is a member) to effect a Change of Control or otherwise acquire more than fifteen percent (15%) of the outstanding Common Stock, and such transaction has not been approved by a majority of the Series B Directors, or (iii) any Person (other than the Investor or any Affiliate of the Investor or any 13D Group of which the Investor or any Affiliate of the Investor is a member) shall have commenced a bona fide public tender or exchange offer which if consummated would result in a Change of Control, unless the Board recommends against such tender or exchange offer within ten (10) Business Days after the commencement (as such term is defined in Rule 14d-2 under the Exchange Act) thereof and thereafter continues to oppose such tender or exchange offer. If (x) the restrictions set forth in Section 3.2(a) shall have terminated as provided in this Section 3.2(c), directly and (y) any definitive agreement described in clause (i) above, or indirectlytransaction described in clause (ii) above, or tender or exchange offer described in clause (iii) above, as the case may be, shall have been terminated or abandoned prior to consummation thereof, and (z) any alternative offer or proposal by Investor in response to any such agreement, transaction, tender offer or exchange offer shall also have been abandoned or withdrawn prior to consummation thereof, then the restrictions set forth in Section 3.2(a) shall be reinstated. (d) If during the Standstill Period the Board elects to commence a process intended to lead to a proposal with respect to Change of Control of the Company (whether in response to a proposal from a third party or otherwise), the Company will notify the Investor of the Board’s election and will permit the Investor to participate in such process as a potential bidder, if the Investor so elects, on the same terms and conditions as third party participants. As a condition to the Investor’s participation in such process, the Board may require that the Investor agree in writing with the Company that if such process results in the Board’s approval of a Change of Control transaction with a Person other than the Investor that is a Superior Proposal as compared to any bona fide written proposal from the Investor, then the Investor will consent to such transaction, will raise no objection to the consummation thereof, and will tender shares of Equity Securities Beneficially Owned by it, as applicable, upon the consummation of such transaction. In the event that any such transaction requires the approval of the Company’s stockholders, the Investor agrees, if the matter is brought to a vote at a stockholder meeting, that the Investor will be present, in person or by proxy, as holders of Voting Stock, at all such meetings and be counted for determining the presence of a quorum at such meetings and will vote for the approval of any such transaction approved and recommended by the Board. So long as the Board continues to recommend such transaction, the Investor agrees to vote and to use reasonable efforts to cause its Affiliates, as the case may be, to amend vote all shares of Voting Stock Beneficially Owned by the Investor and its Affiliates in favor of such transaction and for the approval of the terms thereof and in opposition to any and all other proposals that are intended, or waive any provisions could reasonably be expected to delay, prevent, impair, interfere with, postpone or adversely affect the ability of this Section 8 (including this sentence) or take any action which might require ACE the Company to make a public announcement regarding consummate the possibility of a business combination, merger or extraordinary transactionproposals that are approved and recommended by the Board.

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase As of the Closing Date and until the earlier of (i) the two (2) year anniversary of the date hereof, (ii) the date on which the Investor’s Percentage falls below 10%, and (iii) the termination of the Investor’s Standstill Obligations in accordance with Section 4.9(b), the Investor shall not, and shall cause its Affiliates not to, without the prior written consent of the Board: (i) acquire or otherwise agree to acquire (or enter into any agreement or make any proposalproposal to acquire, including directly or indirectly, by means of purchase, merger, consolidation, take-over bid, recapitalization, business combination or in any proposal which is made publicother manner, any securities or assets of the Company, provided that for greater certainty, the Investor shall be entitled to purchase make purchases of Common Shares on the open market or otherwise acquireprivately provided that no such purchases will result in the Investor’s Percentage exceeding 19.99%; (ii) solicit proxies of Shareholders, or seek to advise or influence any other Person with respect to the voting or withholding from voting of any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesthe Company, or the conduct of any other right to acquire such securities if upon any such purchase form of referendum respecting the Company or acquisition the Stockholder owns its assets, or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) form, join or in any way participate in a "proxy group" , in each case for any purpose (within provided that this shall not restrict how the meaning Investor votes any Common Shares owned by it); (iii) seek or propose the election or appointment of Section 13(d)(3) any person to, or representative on, or nominate or propose the nomination of any candidate to, the Board, or seek or propose the removal of any member of the Exchange ActBoard, provided that this subsection (iii) with respect to shall not affect any voting securities right of ACE the Investor set forth in Section 4.1; (iv) proactively engage in any discussions or enter into any of its subsidiariesarrangements, (d) otherwise actunderstandings or agreements, alone whether written or oral, with, advise, influence, finance, aid, assist, facilitate, encourage or act in concert with otherswith, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person persons in doing connection with any of the foregoing; providedor (v) make any public announcement with respect to the foregoing, howeverexcept as may be required by Applicable Law, that including Securities Law or by any stock exchange, (collectively, the “Standstill Obligations”). (b) The Investor’s Standstill Obligations under this Section 8 4.9 shall not prohibit terminate immediately and be of no further force and effect upon: (i) the purchase date the Company enters into or other publicly announces an intention to enter into, an agreement with a third party that provides for an acquisition of, or business combination which, if the transaction is successfully completed, will result in Shareholders of the Company holding less than 50% of the voting securities of ACE by any person described in Rule 13d-1(b)(1)(i) and the resulting corporation or entity, (ii) the date the Company or its Subsidiaries enters into, or publicly announces an intention to enter into, an agreement with a third party that provides for an acquisition of a majority interest in any of its material assets, rights or properties, (iii) the date a third party enters into an agreement with the Company for a take- over bid, tender or exchange offer for all or a majority of the Exchange Act. The Stockholders also agree during such period not Company’s voting securities, (iv) the date a third party enters into an agreement to request ACE acquire, or acquires all or a majority of the Company’s voting securities, (v) the date a third party commences a take-over bid, tender or exchange offer for, or publicly announces or discloses a proposal to acquire, all or a majority of the Company’s voting securities, or (vi) the date proceedings are commenced for the insolvency, bankruptcy, winding-up, liquidation or dissolution of the Company or any of its directorsSubsidiaries. (c) For greater certainty, officers, employees or agents), directly or indirectly, to amend or waive any provisions no provision of this Agreement other than this Section 8 (including this sentence) or take 4.9 will prohibit the Investor from undertaking any action which might require ACE to make a public announcement regarding of the possibility of a business combination, merger or extraordinary transactionactions in Section 4.9(a).

Standstill. (i) The Stockholder agrees thatBuyers agree that from and after the date of this Agreement, the Buyers shall not, and shall not permit any of their affiliates or associates (collectively, the “Buyer Group”), to directly or indirectly, unless in any such case specifically invited in writing to do so by the board of directors of the Company (the “Company Board”): (A) for a period of three years following one year from the date hereof (the "Standstill Period")Closing, it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not)initiate, without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesparticipate in, or consent to the taking of any other right stockholder action by consent without a meeting pursuant to acquire such securities if upon any such purchase or acquisition Section 228 of the Stockholder owns or has the right to acquire Delaware General Corporation Law (whether unless initiated or not presentlyopposed by the Company); (B) five percent or more for a period of one year from the outstanding voting shares of ACEClosing, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control request the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of Section 6(a) or of this Section 8 Agreement (including this sentenceSection 6(a)(i)(B)), or otherwise seek any modification to or waiver of any of the Buyer Group’s agreements or obligations under Section 6(a) of this Agreement; or (C) for a period of one year from the Closing, encourage or render advice to or make any recommendation or proposal to any person to engage in any of the actions covered by this Section 6(a) (including this clause(C)). (ii) If any time, without the consent of the Company Board, the Buyer Group’s Beneficial Ownership of Common Stock and economic exposure pursuant to contracts in the Common Stock exceeds 24% of the issued and outstanding Common Stock (other than as a result of the Company’s net purchases of Common Stock exceeding its issuance for the period subsequent to the Closing to the point in time in question), the provisions of Section 203 (taken in its entirety) shall govern with respect to each member of the Buyer Group engaging in any “business combination” with the Company, as if the transaction that results in such excess share ownership had caused the Buyers to become “interested stockholders” under Section 203, as such terms are defined in Section 203. (iii) For a period of one year from the Closing, each member of the Buyer Group shall agree to give to the Company: (A) one business day prior review of any proposed press release, public announcement or of any filing with the SEC relating to the Company by any member of the Buyer Group (but the Company shall have no right to comment and shall not make any public statements in response in the interim unless required by law, in which event the notice period shall thereupon terminate), and (B) seven business days advance notice prior to soliciting other holders of Common Stock to take stockholder action with respect to a proposed election of director, or participating in a business combination with the Company (but the Company shall have no right to comment and shall not make any public statements in response in the interim unless required by law, in which event the notice period shall thereupon terminate). During such seven day period, the Company will not adopt a shareholder rights plan or amend any charter or bylaw provisions, or take any action other corporate action, to restrict shareholder rights. (iv) The Company and Buyers agree that the Company, in addition to any other remedy to which might require ACE it may be entitled in law or in equity, shall be entitled to make a public announcement regarding an injunction or injunctions to prevent breaches of the possibility provisions of a business combinationSection 6(a) of this Agreement and to compel specific performance of Section 6(a) of this Agreement, merger or extraordinary transactionwithout the need for proof of actual damages.

Standstill. Until the termination of this Agreement in accordance with its terms, the Shareholder shall and shall cause its Affiliates not to (a) subject to the Company’s compliance with the last sentence of this Section 1.1, solicit proxies, announce an intention to or continue any announced intention to solicit proxies, from shareholders of the Company in respect of the election of the Shareholder’s nominees as members of the board of directors of the Company (or support the efforts of any other Person in doing so (other than the Company)) or (b) solicit, negotiate or otherwise knowing facilitate or knowingly encourage directly or indirectly, any Acquisition Proposal or (c) directly or indirectly acquire any securities, business or assets of the Company or any business, assets or securities of its Subsidiaries or (d) sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of or limit its right to vote the Securities, or agree to do any of the foregoing (or Beneficial Ownership thereof) (each a, “Transfer”) (i) pursuant to an Acquisition Proposal or (ii) through any transaction or series of related transactions to (A) other than through trades over NASDAQ or any securities exchange or market on which the Securities are traded, any Person more than 5% of the outstanding Common Stock of the Company ("Person", for purposes of this clause (d)(ii)(A), includes any Person and any other Person known by the Shareholder to be an Affiliate of such first Person) or (B) any Subsidiary of Shareholder unless, in the case of this clause (c)(ii), such Person to which any of such Securities or any interest in any of such Securities is Transferred shall have executed and delivered to Parent a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. The Stockholder Company, by its execution and delivery to the Shareholder of a copy of this Agreement, (1) agrees that, for a period prior to the consummation of three years following the date hereof (Merger or the "Standstill Period")termination of the Merger Agreement, it will not (and call an annual or special meeting for the election of directors and, in the event that the Merger Agreement is terminated, it will ensure that its affiliates (and any person acting call an annual or special meeting for the election of directors to be held on behalf a date not earlier than 60 days nor later than 90 days after the date of or in concert with it or any affiliate) will not), without ACE's prior written approvaltermination of the Merger Agreement, (a2) purchase or otherwise acquire (or enter into any represents and warrants to the Shareholder that, for the purposes of this sentence, this Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, this agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACECompany contained in this sentence constitutes a legal, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) valid and binding obligation of the Exchange Act) Company, enforceable against the Company in accordance with respect its terms (except to any voting securities the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of ACE creditors’ rights generally or any by general principles of its subsidiaries, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(iequity) and (ii3) understands and acknowledges that the Shareholder is entering into this Agreement in reliance upon the Company's execution and delivery of this Agreement and the covenants, representations and warranties of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of Company set forth in this Section 8 (including this last sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction.

Standstill. The Stockholder (a) Each Investor agrees thatwith the Company, for a period of three years following severally and not jointly, that during the date hereof (the "Standstill Period")Period it shall not, it will not (and it will ensure that cause each of its affiliates controlled Affiliates not to, directly or indirectly (and including through any person acting on behalf Representative of or in concert with it or any affiliate) will notsuch Investor), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, (d) otherwise actmanner, alone or in concert with othersothers (unless expressly permitted in writing by the Board): (i) acquire, cause to be acquired, or offer, seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining or influence forming a partnership, limited partnership, syndicate or other group (including any Group), through swap or hedging transactions or otherwise (the managementtaking of any such action, Board an “Acquisition”), Beneficial Ownership of, or any economic interest in, any equity securities of Directors the Company (or policies of ACEany direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities or securities convertible into or exchangeable for any such Voting Securities); (eii) disclose acquire, cause to be acquired, enter into any intentionagreement with respect to or offer, plan seek or arrangement inconsistent agree to acquire, whether by purchase or otherwise, any Synthetic Position; (iii) solicit any proxy, consent or other authority to vote or conduct any other referendum (binding or nonbinding) (including any “withhold”, “vote no” or similar campaign) with respect to, or from the foregoing or holders of, Voting Securities; or (fiv) advise, assist, advise knowingly encourage or direct any Person to do, or to advise, assist, knowingly encourage or direct any other person in doing Person to do, any of the foregoing; provided, however, that . (b) The restrictions in this Section 8 10 shall not prohibit terminate automatically with respect to each Investor upon the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) expiration of the Exchange Act. The Stockholders also agree Standstill Period. (c) Notwithstanding the foregoing, the Investors may make one or more Acquisitions of Common Stock directly from the Company during such the Standstill Period. (d) Notwithstanding the foregoing, each of the Investors that beneficially owns more than 10.0% of the aggregate outstanding shares of the Common Stock immediately prior to any Acquisition of Common Stock may make one or more Acquisitions of Common Stock in open market purchases during the period subsequent to the Closing Date and prior to the termination of the Standstill Period in an amount not to request ACE (or its directors, officers, employees or agents), directly or indirectly, exceed 600,000 shares of Common Stock with respect to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactioneach such Investor.

Standstill. The Stockholder agrees that(a) From the date of this Agreement until the expiration of the Standstill Period (as defined below), the ▇. ▇. ▇▇▇▇ Parties shall not, and shall cause their Affiliates, principals, directors, general partners, officers, employees and, to the extent acting on their behalf, agents and representatives (collectively, the “Related Persons”) not to, directly or indirectly: (i) make any announcement or proposal with respect to, or offer, seek, 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 Common Shares, whether or not such transaction involves a change of control of the Company (it being understood that the foregoing shall not prohibit the ▇. ▇. ▇▇▇▇ Parties from acquiring Common Shares and other securities within the limitations set forth in Section 3(a)(iii) of this Agreement); (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any type of nonbinding referendum with respect to any voting securities of the Company, or assist or participate in any solicitation of proxies (or written consents) with respect to, or from the holders of, any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company (including by initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments related to the price of Common Shares, or any assets or liabilities of the Company, in each case, if such purchase, acquisition, offer or agreement would result in the ▇. ▇. ▇▇▇▇ Parties and their Affiliates and Associates having beneficial ownership in excess of seven and one half percent (7.5%) of the Common Shares issued and outstanding at such time (excluding, for the avoidance of doubt, any Common Shares beneficially owned by CGC and its Affiliates and Associates); (iv) seek to advise, encourage or influence any person with respect to the voting of (or execution of a period written consent in respect of) or disposition of three years following any securities of the date hereof Company; (v) other than through open market broker sale transactions where the "Standstill Period"identity of the purchaser is unknown, 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 ▇. ▇. ▇▇▇▇ Parties or any of their Affiliates or Associates to any person not (A) a party to this Agreement or CGC, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate of the ▇. ▇. ▇▇▇▇ Parties (any person not set forth in clauses (A) through (D) shall be referred to as a “Third Party”) that would, to the actual knowledge of the ▇. ▇. ▇▇▇▇ Parties (after reasonable inquiry, it being agreed that such actual knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), it will not result in such Third Party (other than a bank counterparty in respect of derivative securities), together with its Affiliates and it will ensure Associates, owning, controlling or otherwise having any, beneficial or other ownership interest representing in the aggregate in excess of five percent (5.0%) of the Common Shares issued and outstanding at such time; (vi) take any action in support of or make any proposal or request (publicly or otherwise) that its affiliates constitutes: (A) advising, controlling or changing the Board or management of the Company, including any proposals to change the number or term of directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any material change in the capitalization, share repurchase programs and practices or dividend policy of the Company, (C) any person acting on behalf other material change in the Company’s management, business or corporate structure, or (D) seeking to have the Company waive or make amendments or modifications to the Company’s bye-laws, or other actions that may impede or facilitate the acquisition of control of the Company by any person; (vii) make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration by the Company’s shareholders; (viii) except as expressly permitted by this Agreement, (A) seek, alone or in concert with it others, election or any affiliate) will not)appointment to, without ACE's prior written approvalor representation on, (a) purchase the Board or otherwise acquire (nominate or enter into any agreement propose the nomination of, or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACErecommend the nomination of, any warrant candidate to the Board, or option (B) seek, alone or in concert with others, the removal of any director from the Board; (ix) call or seek to purchase such securitiescall, or request the call of, alone or in concert with others, any security convertible into any such securitiesmeeting of shareholders, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presentlysuch a meeting is permitted by the Company’s bye-laws, including a “town hall meeting”; (x) five percent deposit any Common Shares in any voting trust or more subject any Common Shares to any arrangement or agreement with respect to the voting of any Common Shares (other than (i) any such voting trust, arrangement or agreement solely among the outstanding voting shares of ACE▇. ▇. ▇▇▇▇ Parties and/or CGC that is otherwise in accordance with this Agreement or (ii) customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (cxi) form, join or in any other way participate in a "any “group" ” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Shares, other than a “group” with CGC and its Affiliates or with any voting securities Affiliate of ACE the ▇. ▇. ▇▇▇▇ Parties; provided that any such Affiliate agrees in writing to be subject to, and bound by, the terms and conditions of this Agreement and files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that the ▇. ▇. ▇▇▇▇ Parties have formed a group with such Affiliate; (xii) demand a copy of the Company’s register of shareholders or its other books and records or make any request under any statutory or regulatory provisions of Bermuda providing for shareholder access to books and records (including lists of shareholders) of the Company or otherwise; (xiii) (a) threaten, commence, file, solicit or assist, or cause to be threatened, commenced or filed, any derivative action in the name of the Company against any of the Company’s current or former officers or directors or (b) act or cause others to act as, or solicit or assist others to be, named or lead plaintiff in any class action litigation against the Company or any of its subsidiaries, (d) otherwise act, alone Affiliates or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; providedCompany’s or its Affiliates’ current or former officers or directors (provided that, howeverfor the avoidance of doubt, the ▇. ▇. ▇▇▇▇ Parties shall not be (1) required to opt out of any such class litigation if commenced by third parties and may, in its discretion, become member of any class established thereby or (2) restricted from commencing litigation on its own behalf against the Company or its current or former officers or directors); (xiv) disclose in a manner that would reasonably be expected to become public any plan or proposal with respect to the Board, the Company or its management that the ▇. ▇. ▇▇▇▇ Parties would be prohibited from making pursuant to this Section 8 shall not prohibit the purchase 3; (xv) enter into any discussions, negotiations, agreements or other acquisition of securities of ACE by understandings with any person described in Rule 13d-1(b)(1)(iwith respect to any action the ▇. ▇. ▇▇▇▇ Parties are prohibited from taking pursuant to this Section 3, or advise, assist, encourage or persuade any person to take any such action; (xvi) and (ii) of the Exchange Act. The Stockholders also agree during such period not to make any request ACE (or its directors, officers, employees or agents), directly or indirectly, submit any proposal to amend or waive the terms of this Section 3 other than through non-public communications with the Company that would not reasonably be expected to require any public announcement or disclosure of such communications by any of the ▇. ▇. ▇▇▇▇ Parties or their Affiliates, the Company or its Affiliates or any Third Party; or (xvii) take any action challenging the validity or enforceability of any of the provisions of this Section 8 3. Notwithstanding anything to the contrary contained in this Section 3, the ▇. ▇. ▇▇▇▇ Parties shall not be prohibited or restricted from: (A) communicating privately with the Board or any officer or director of the Company regarding any matter, so long as such communications would not reasonably be expected to require any public disclosure of such communications by any of the ▇. ▇. ▇▇▇▇ Parties or their Affiliates, the Company or its Affiliates or any Third Party; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the ▇. ▇. ▇▇▇▇ Parties; provided that a breach by any of the ▇. ▇. ▇▇▇▇ Parties of this Agreement is not the cause of the applicable requirement; or (C) privately communicating to any of the ▇. ▇. ▇▇▇▇ Parties’ investors or potential investors factual information regarding the Company, provided such communications are subject to reasonable confidentiality obligations. (b) Nothing in this Agreement, including this sentenceSection 3, shall limit in any respect the actions or rights of any director of the Company (including, for the avoidance of doubt, any New Director) under applicable law in his or her capacity as such, recognizing that such actions and rights are subject to such director’s fiduciary duties to the Company and its shareholders and the Company Policies. The provisions of this Section 3 shall also not prevent the ▇. ▇. ▇▇▇▇ Parties from freely voting their Common Shares (except as otherwise provided in Section 2 hereof) or take taking any action which might require ACE actions as specifically contemplated by this Agreement. (c) Notwithstanding anything contained in this Agreement to make a public announcement regarding the possibility contrary, the provisions of Sections 1, 2, 3, 6 and 9 of this Agreement shall automatically terminate upon the occurrence of a business combination, merger or extraordinary transactionChange of Control transaction (as defined below) involving the Company. (d) For purposes of this Agreement:

Standstill. The Stockholder Each Investor agrees that, for a during the period of three years following commencing on the date hereof of this Agreement and ending on the earlier of (A) October 1, 2024 and (B) the date that is thirty (30) calendar days prior to the deadline for the submission of stockholder director nominations for the 2025 Stockholder Meeting (the "“Standstill Period"”), it will not (not, and it will ensure that cause each of its affiliates (Affiliates, Associates and Family Members not to, directly or indirectly, in any person manner, acting on behalf of alone or in concert with it or others, take any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesthe following actions, or advise, recommend, request, encourage, solicit, influence or induce any other right person to take any of the following actions, or announce any intention to take any of the following actions: (1) acquire, announce an intention to acquire, offer or propose to acquire, agree to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right acquire rights to acquire (whether except by way of stock dividends or not presently) five percent other distributions or more offerings made available to holders of voting stock of the outstanding voting shares Company generally on a pro rata basis), directly or indirectly, by purchase, tender or exchange offer, through the acquisition of ACEcontrol of another person, (b) solicit proxies from stockholders of ACE by joining or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) form, join or in any way participate in maintaining a "“group" (” within the meaning of Section 13(d)(3) of the Exchange Act (as defined below), through swap or hedging transactions or otherwise, beneficial ownership of any voting stock of the Company in excess of an amount equal to 19.99% of the Company’s total outstanding voting power; provided, however, that the Investors will not be prevented from acquiring or agreeing to acquire future or existing convertible bonds of the Company. For the avoidance of doubt, the Investors shall not convert such convertible bonds of the Company if the number of shares of common stock to be issued pursuant to such conversion would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act), in excess of 19.99% of the Company’s total outstanding voting power; (2) other than in accordance with the recommendations of the Board, engage, directly or indirectly, in any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies or consents or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) with respect to the election or removal of directors of the Company or any other matter or proposal; (3) recommend, request, induce, attempt to induce, seek to advise, encourage or influence any other person with respect to (i) pursuing any change in, or attempting to influence, the Company’s operations, business, corporate strategy or policies or (ii) the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum with respect to the Company, whether binding or non-binding (other than such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such matter), provided that nothing shall limit the giving by the Investors or their Affiliates of a proxy or consent in respect of any matter so long as the voting of the shares of Common Stock owned thereby are voted in accordance with the terms of this Agreement where applicable; (4) grant a proxy with respect to the voting of any voting securities stock of ACE the Company to any person other than to the Board or persons appointed as proxies by the Board; (5) call, seek to call, or to request the call of, a special meeting of the Company’s stockholders (or the setting of a record date therefor); (6) make a request for or demand an inspection of a list of the Company’s stockholders or any books and records of the Company or any of its subsidiaries under Section 220 of the Delaware General Corporation Law or other statutory or regulatory provisions providing for stockholder access to books and records; (7) submit any stockholder proposal pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise, or any notice of nomination or other business for consideration at a Stockholder Meeting, or nominate any candidate for election to the Board; (8) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of their respective current or former directors or officers (including derivative actions), other than to enforce the provisions of this Agreement; (9) form, join in, maintain or in any other way participate in a “partnership, limited partnership, syndicate or other “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting stock of the Company (other than a “group” that consists solely of all or some of the persons parties to this Agreement); (10) deposit any shares of voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement or pooling arrangement, other than any such voting trust, arrangement or agreement solely among the Investors and otherwise in accordance with this Agreement; (11) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board not in violation of the terms of this Agreement; (12) except as specifically provided in Section 1 of this Agreement, seek to place a representative or other Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board (including through any “withhold” or “vote no” or similar campaign) or any change in the size or composition of the Board or the committees of the Board; (13) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or businesses of the Company or any of its subsidiaries or any rights or options to acquire any such assets or business from any person; (14) other than at the express written request of the Board, seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in structure or composition of the Board, change in the executive officers of the Company or its subsidiaries, change or amendment to the Charter or Bylaws, change in capital structure, recapitalization, restructuring, dividend or distribution or change in dividend or distribution policy, share repurchase or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction involves a change of control of the Company or any of its subsidiaries; provided, however, nothing herein shall limit the ability of the Investors to disclose, publicly or otherwise, how it intends to vote with respect to any announced tender offer, exchange offer, merger, consolidation, business combination or other change-of-control transaction that is being submitted for the approval of stockholders, and the reasons therefor, so long as any such activity is otherwise in compliance with the requirements of this Agreement; (d15) sell or otherwise acttransfer its shares of voting stock of the Company, alone or other than in concert with othersopen market sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, to seek any person that, to control the Investors’ knowledge (after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), would result in such person, together with its Affiliates, Associates and Family Members, owning, controlling or influence otherwise having any beneficial or other ownership interest in the managementaggregate of more than 4.9% of the Company’s total outstanding voting power at such time or would increase the beneficial ownership interest of any person who, Board together with its Affiliates, Associates and Family Members, has a beneficial or other ownership interest in the aggregate of Directors or policies more than 4.9% of ACE, the Company’s total outstanding voting power at such time; (e16) disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing or publicly request or advance any proposal to amend, modify or waive the terms of this Agreement; provided that the Investors may make confidential requests to the Board to amend, modify or waive any provision of this Section 3, which the Board may accept or reject in its sole discretion, so long as any such request is not publicly disclosed by the Investors and is made by the Investors in a manner that could not reasonably be expected to require the public disclosure of such request by the Company, the Investors or any other person; or (f17) assistparticipate in any negotiations, advise discussions, agreement, arrangement or understanding with any person concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the Investors from (i) communicating privately with the Board, the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, the head of the Company’s investor relations team or, if and to the extent made available to the Investors by the Company, other senior executives of the 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; (ii) making or sending private communications to then-existing investors in the Investors or any of their Affiliates, provided that any statements or communications (1) include only publicly available information, (2) are not reasonably expected to be publicly disclosed and are understood by all parties to be confidential communications and (3) are not intended to, and would not reasonably be expected to, effect, or influence any other person in doing to undertake or suggest to others that they undertake, any of the foregoingactions prohibited by Section 3 or otherwise inconsistent with this Agreement; providedor (iii) complying with, howeverto the extent required thereby, that this Section 8 shall not prohibit the purchase any subpoena or other acquisition of securities of ACE by compulsory legal process or responding to a request for information from any person described in Rule 13d-1(b)(1)(igovernmental or regulatory authority with jurisdiction over the Investors; provided that the Investors (x) use commercially reasonable efforts to ensure that any such information disclosed is afforded confidential treatment and (iiy) provide prompt notice to the Company in advance of such disclosure. Notwithstanding anything contained in this Agreement to the contrary, the Standstill Period shall automatically terminate if the Company enters into a definitive agreement with respect to, or the Board has recommended that the stockholders of the Exchange Act. The Stockholders also agree during Company accept a tender offer that would, if consummated, constitute, a change of control of the Company, unless such period not to request ACE transaction has been approved and/or recommended by the Board on a unanimous basis (or its directorsinclusive of the New Director); provided that, officersif any such transaction is terminated without being completed, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionStandstill Period shall again apply upon such termination.

Standstill. The Stockholder Purchaser agrees that, for a period that until the later of three years following the (x) third anniversary of the date hereof of this Agreement, and (y) date on which the "Standstill Period")Purchaser no longer has record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Conversion Shares that constitute at least five percent (5%) of the outstanding Common Stock of the Company, without the prior written consent of the Company, it will not (and at any time, nor will it will ensure that cause or permit any of its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, Affiliates to: (a) purchase effect or otherwise acquire seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or enter into any agreement beneficial ownership thereof), or make any proposal, including any proposal which is made public, rights or options to purchase or otherwise acquire) acquire any securities of ACE, any warrant (or option to purchase such securities, any security convertible into any such securitiesbeneficial ownership thereof), or any other right to acquire such securities if upon any such purchase assets, indebtedness or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more businesses of the outstanding voting shares of ACECompany or its Subsidiaries, (bii) solicit proxies from stockholders any tender or exchange offer, merger or other business combination involving the Company or its Subsidiaries or assets of ACE the Company or otherwise seek its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to influence or control vote any voting securities of the management or policies of ACE Company or any of its affiliates, Affiliates; (cb) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any voting securities person in respect of ACE or any of its subsidiaries, such securities; (dc) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan the Company or arrangement inconsistent with to obtain representation on the foregoing or (f) assist, advise or encourage any other person in doing any Board of Directors of the foregoingCompany; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i(d) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE would or would reasonably be expected to force the Company to make a public announcement regarding any of the possibility types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 4.4 shall (x) restrict or prohibit the Series A Director or Purchaser Nominee, as applicable, from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a business combinationmember of the Board of Directors or (y) restrict the Purchaser’s acquisition of the Purchased Shares (including the accretion of dividends thereon and any dividends payable in any other security) or Conversion Shares issuable upon conversion of the Purchased Shares, merger or extraordinary transactionin each case, in accordance with the terms of this Agreement and the Certificate of Designations.

Standstill. The Stockholder agrees that, for (a) For a period of three six (6) years following from the date hereof Closing (the "“Standstill Period"”), it will not (the Investor shall not, and it will the Investor shall ensure that none of its affiliates (and Affiliates shall, nor shall any person acting on behalf of or the foregoing Persons act in concert with it any other Person to, directly or any affiliate) will not)indirectly, without ACE's the prior written approval, consent of a majority of the At-Large Directors who are Independent Directors: (ai) purchase acquire or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right agree to acquire (whether by purchase, tender or not presently) five percent exchange offer, through acquisition of control of another Person, by joining a 13D Group, through the use of a derivative instrument or more voting agreement, or otherwise), Beneficial Ownership of the outstanding voting shares of ACEany Equity Securities, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any Economic Right or Voting Right to or regarding any Equity Securities, or authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire Equity Securities, in each case, if the effect of such acquisition would be that the Common Stock Beneficially Owned in the aggregate by the Investor and its affiliatesAffiliates (including, without limitation, any 13D Group of which any Investor or any Affiliate thereof is a member), or with respect to which the Investor, its Affiliates or any such 13D Group would have Economic Rights or Voting Rights, would exceed the Standstill Limit (cit being understood that in the event that there shall be more than one (1) formInvestor, join all shares Beneficially Owned and all Economic Rights and Voting Rights held by all Investors and all other Persons that are participants in any 13D Group of which any Investor is a member shall be aggregated, and deemed Beneficially Owned and held by each Investor, for purposes of this Section 3.2(a)(i)); (ii) (A) make or in any way participate in a "group" any “solicitation” of “proxies” (within as such terms are used in the meaning of Section 13(d)(3) rules and regulations of the Exchange ActSEC) with respect to any Voting Stock, or (B) seek to advise or influence any Person with respect to the voting securities of ACE any Voting Stock (other than (x) the Investor or any Affiliate or (y) in accordance with and consistent with the recommendation of the Board); (iii) deposit any Voting Stock or Series B Shares in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock or Series B Shares to any arrangement or agreement with any Person (other than between the Investor and any of its subsidiariesFirst Tier Affiliates) with respect to the voting of such Voting Stock or Series B Shares; (iv) join a 13D Group (other than a group comprising solely of the Investor and its Permitted Transferees) or other group, or otherwise act in concert with any third Person for the purpose of acquiring, holding, voting or disposing of Voting Stock, Series B Shares or Convertible Securities; (dv) effect or seek, offer or propose (whether publicly or otherwise) to effect any Change of Control or any acquisition of Equity Securities in excess of the Standstill Limit; (vi) otherwise act, alone or in concert with others, to seek effect or seek, offer or propose (whether publicly or otherwise) to effect control or influence of the management, Board of Directors or policies of ACE, the Company; or (evii) disclose otherwise take any intention, plan action that would or arrangement inconsistent with could reasonably be expected to compel the foregoing or Company to make a public announcement (fincluding any disclosure required to be made in any SEC filing under the rules and regulations of the SEC) assist, advise or encourage any other person in doing regarding any of the foregoing; provided, however, that matters set forth in this Section 8 3.2(a). Notwithstanding the foregoing, the restrictions contained in this Section 3.2(a) shall not prohibit (A) apply with respect to the purchase election of the Series B Directors by Investor and its Permitted Transferees in accordance with the Certificate of Designation, (B) prevent, restrict, encumber or in any way limit the ability of any Series B Director to vote on matters, make non-public statements to officers, employees, agents, management or other acquisition of securities of ACE by Directors or to take any person described in Rule 13d-1(b)(1)(i) and (ii) action or make any statement at any meeting of the Exchange Act. The Stockholders also agree during such period not Board or any committee or subcommittee thereof in his or her capacity as a Director, (C) apply to request ACE (or its restrict any non-public discussions or other non- public communications between or among directors, members, officers, employees or agentsagents of the Investor or any First Tier Affiliate of the Investor, or (D) restrict any disclosure or statements required to be made by any Series B Director or the Investor under applicable law. (b) If during the Standstill Period the Investor is entitled (as a result of dilution due to future share issuances by the Company) to purchase shares of Common Stock (up to the Standstill Limit) in compliance with this Section 3.2, then unless the Board otherwise approves such purchases shall be made in full compliance with all applicable securities laws, but shall not be made by means of any tender offer. (c) The restrictions set forth in Section 3.2(a) shall terminate if, at any time during the Standstill Period, (i) the Company publicly announces its entry into a definitive agreement, the consummation of which would result in a Change of Control, and such agreement has not been approved by a majority of the Series B Directors, (ii) the Company shall have waived the terms of its Rights Agreement to permit any Person (other than the Investor or any 13D Group of which the Investor is a member) to effect a Change of Control or otherwise acquire more than fifteen percent (15%) of the outstanding Common Stock, and such transaction has not been approved by a majority of the Series B Directors, or (iii) any Person (other than the Investor or any Affiliate of the Investor or any 13D Group of which the Investor or any Affiliate of the Investor is a member) shall have commenced a bona fide public tender or exchange offer which if consummated would result in a Change of Control, unless the Board recommends against such tender or exchange offer within ten (10) Business Days after the commencement (as such term is defined in Rule 14d-2 under the Exchange Act) thereof and thereafter continues to oppose such tender or exchange offer. If (x) the restrictions set forth in Section 3.2(a) shall have terminated as provided in this Section 3.2(c), directly and (y) any definitive agreement described in clause (i) above, or indirectlytransaction described in clause (ii) above, or tender or exchange offer described in clause (iii) above, as the case may be, shall have been terminated or abandoned prior to consummation thereof, and (z) any alternative offer or proposal by Investor in response to any such agreement, transaction, tender offer or exchange offer shall also have been abandoned or withdrawn prior to consummation thereof, then the restrictions set forth in Section 3.2(a) shall be reinstated. (d) If during the Standstill Period the Board elects to commence a process intended to lead to a proposal with respect to Change of Control of the Company (whether in response to a proposal from a third party or otherwise), the Company will notify the Investor of the Board’s election and will permit the Investor to participate in such process as a potential bidder, if the Investor so elects, on the same terms and conditions as third party participants. As a condition to the Investor’s participation in such process, the Board may require that the Investor agree in writing with the Company that if such process results in the Board’s approval of a Change of Control transaction with a Person other than the Investor that is a Superior Proposal as compared to any bona fide written proposal from the Investor, then the Investor will consent to such transaction, will raise no objection to the consummation thereof, and will tender shares of Equity Securities Beneficially Owned by it, as applicable, upon the consummation of such transaction. In the event that any such transaction requires the approval of the Company’s stockholders, the Investor agrees, if the matter is brought to a vote at a stockholder meeting, that the Investor will be present, in person or by proxy, as holders of Voting Stock, at all such meetings and be counted for determining the presence of a quorum at such meetings and will vote for the approval of any such transaction approved and recommended by the Board. So long as the Board continues to recommend such transaction, the Investor agrees to vote and to use reasonable efforts to cause its Affiliates, as the case may be, to amend vote all shares of Voting Stock Beneficially Owned by the Investor and its Affiliates in favor of such transaction and for the approval of the terms thereof and in opposition to any and all other proposals that are intended, or waive any provisions could reasonably be expected to delay, prevent, impair, interfere with, postpone or adversely affect the ability of this Section 8 (including this sentence) or take any action which might require ACE the Company to make a public announcement regarding consummate the possibility of a business combination, merger or extraordinary transactionproposals that are approved and recommended by the Board.

Standstill. The Stockholder agrees that, for a period None of three years following the date hereof (the "Standstill Period"), it will not Investors may (and each Investor shall cause its Affiliates and Associates that it will ensure that controls, and use reasonable efforts to cause its affiliates (other Affiliates and any person acting on behalf of or in concert with it or any affiliate) will notAssociates, not to), without ACE's the prior written approval, consent of the Board: (a) purchase publicly propose that any Investor or otherwise acquire (Qualified Stockholder or any Affiliate or Associate of any 104 Investor or Qualified Stockholder enter into into, directly or indirectly, any agreement merger or other business combination involving Parent or propose to purchase, directly or indirectly, a material portion of the assets of Parent or any Material Parent Subsidiary, or make any such proposal privately if it would reasonably be expected to require Parent to make a public announcement regarding such proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, ; (b) solicit proxies from stockholders make, or in any way participate in, directly or indirectly, any "solicitation" of ACE "proxies" (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or otherwise seek consent with respect to influence any Voting Securities of Parent or control become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the management or policies of ACE or any of its affiliates, Exchange Act) with respect to Parent; (c) form, join or in any way 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 Parent, other than a group consisting solely of Investors and Qualified Stockholders; (d) deposit any Voting Securities of Parent into a voting trust or subject any such Voting Securities to any arrangement or agreement with respect to the voting thereof, other than any such trust, arrangement or agreement (i) the only parties to, or beneficiaries of, which are Investors and Qualified Stockholders 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) initiate, propose or otherwise solicit stockholders of Parent for the approval of one or more stockholder proposals with respect to Parent as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other person to initiate any stockholder proposal with respect to Parent; (f) except in accordance with Section 3.04, seek election to or seek to place a representative on the Board or seek the removal of any member of the Board; (g) call or seek to have called any meeting of the stockholders of Parent; (A) solicit, seek to effect, negotiate with or provide non-public information to any other person with respect to, (B) make any statement or proposal, whether written or oral, to the Board or any director or officer of Parent with respect to, or (C) otherwise make any public announcement or proposal whatsoever with respect to any form of business combination transaction (with any person) involving a change of control of Parent or the acquisition of a substantial portion of the equity securities or assets of ACE Parent or any Material Parent Subsidiary, including a merger, consolidation, tender offer, exchange offer or liquidation of Parent's assets, or any restructuring, recapitalization or similar transaction with respect to Parent or any Material Parent Subsidiary; provided, however, that the foregoing shall not (x) apply to any discussion between or among the Investors and the Qualified Stockholders or any of its subsidiariestheir respective officers, employees, agents or representatives or (dy) in the case of clause (B) above, be interpreted to limit the ability of any Investor or Qualified Stockholder, or any designee of any Investor or Qualified Stockholder, 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 Parent or advisor to the Board unless, in either case, it would reasonably be expected to require Parent to make a public announcement regarding such discussion, statement or proposal; (i) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors management or policies of ACE, Parent (eexcept for (A) voting as a holder of Voting Securities in accordance with the terms of such Voting Securities and (B) actions taken as a director or officer of Parent); (j) publicly disclose any intention, plan or arrangement inconsistent with the foregoing foregoing, or (f) assist, advise or encourage make any other person in doing any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not disclosure privately if it would reasonably be expected to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE Parent 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 possibility of a business combination, merger or extraordinary transactionforegoing.

Standstill. The Stockholder agrees that, for a period As of three years following the date hereof (hereof, you hereby represent and warrant to the "Standstill Period")Company that neither you nor any of your affiliates, it will not (and it will ensure that its affiliates (and or any person with whom any of the foregoing may be deemed to be acting on behalf of or in concert with it respect to the Company or its securities, owns any affiliate) securities of the Company. You agree that during the Standstill Period, unless specifically invited in writing by the Board of Directors of the Company, neither you nor any of your affiliates or Representatives will not)in any manner, without ACE's prior written approval, directly or indirectly: (a) purchase effect or otherwise acquire seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or enter into any agreement beneficial ownership thereof), or make any proposal, including any proposal which is made public, rights or options to purchase or otherwise acquire) acquire any securities of ACE, any warrant (or option to purchase such securities, any security convertible into any such securitiesbeneficial ownership thereof), or any other right to acquire such securities if upon any such purchase assets, indebtedness or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more businesses of the outstanding voting shares Company or any of ACEits subsidiaries or affiliates, (bii) solicit proxies from stockholders any tender or exchange offer, merger or other business combination involving the Company, any of ACE the subsidiaries or otherwise seek affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to influence the Company or control any of its subsidiaries or affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the management proxy rules of the Securities and Exchange Commission) or policies consents to vote any voting securities of ACE the Company or any of its affiliates, ; (cb) form, join or in any way participate in a "“group" ” (within as defined under the meaning of Section 13(d)(3) of the Exchange Act▇▇▇▇ ▇▇▇) with respect to the Company or otherwise act in concert with any voting securities person in respect of ACE or any of its subsidiaries, such securities; (dc) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of ACE, the Company or to obtain representation on the Board of Directors of the Company; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) disclose enter into any intention, plan discussions or arrangement inconsistent arrangements with the foregoing or (f) assist, advise or encourage any other person in doing third party with respect to any of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders You also agree during such period not to request ACE (in any manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or any of its directors, officers, employees or agents)Representatives, directly or indirectly, to amend or waive any provisions provision of this Section 8 paragraph (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction).

Standstill. The Stockholder agrees that, for a period Investor Parties agree that until the later of (i) the three years following (3) year anniversary of the date hereof Initial Closing Date (the "“Standstill Period")Expiration Date”) and (ii) the occurrence of the Fall-Away of Investor Observer Rights, it will not (and it will ensure that its affiliates (and any person acting on behalf without the prior written approval of or in concert with it or any affiliate) the Board, the Investor Parties will not), without ACE's prior written approvaldirectly or indirectly, and will cause their Affiliates not to: (a) purchase effect or otherwise seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of (or obtaining any right to direct the voting or disposition of) any securities (including any derivative securities), or rights or options to acquire (or enter into obtain any agreement right to direct the voting or make any proposal, including any proposal which is made public, to purchase or otherwise acquiredisposition of) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if assets, indebtedness or businesses of the Company, in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon any such purchase the satisfaction of one or acquisition the Stockholder owns or has the right to acquire more conditions (whether or not presentlywithin the Investor’s control) five percent pursuant to any agreement, arrangement or more of the outstanding voting shares of ACEunderstanding or otherwise, (bii) solicit proxies from stockholders of ACE any tender or otherwise seek to influence exchange offer, consolidation, business combination, acquisition, merger, amalgamation, joint venture, partnership or control similar transaction involving the management or policies of ACE Company or any of its affiliatesthe assets of the Company, (ciii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any voting securities of the Company or consent to any action from any holder of any voting securities of the Company or seek to advise or influence any person with respect to the voting of or the granting of any consent with respect to any voting securities of the Company; (b) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) in connection with respect to any the voting securities of ACE the Company or otherwise act in concert with any person in respect of its subsidiaries, any such securities; (dc) otherwise act, alone or in concert with others, to seek to advise, control or influence the management, Board of Directors or policies of ACEthe Company or to seek to obtain representation on the Board; (d) make any public statement with respect to the restrictions of this Section 5.07, or take any action which would reasonably be expected to require that the Company make a public announcement regarding the possibility of a strategic business and/or investment opportunity; or (e) disclose any intentionadvise, plan or arrangement inconsistent with the foregoing or (f) assist, advise encourage or direct any Person to do, or to advise, assist, encourage or direct any other person in doing Person to do, any of the foregoing; provided, however, that nothing in this Section 8 shall not prohibit 5.07 will limit the purchase Investor Parties’ ability to Transfer (subject to Section 5.08) or other acquisition convert shares of securities Series A Preferred Stock into Common Stock (subject to applicable provisions in the Certificate of ACE by Designations), make any person described transfer pursuant to a Permitted Loan or any foreclosure thereunder or transfer in Rule 13d-1(b)(1)(i) and (ii) lieu of a foreclosure thereunder, or the Investor Parties’ ability to confidentially request a waiver of the Exchange Act. The Stockholders also agree during such period not to request ACE (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions of this Section 8 5.07 to privately make and submit to the chief executive officer of the Company any friendly offer or proposal that is intended by the Investor Parties to be made and submitted on a non-publicly disclosed or announced basis (including and would not reasonably be expected to require public disclosure by any Person), participate in rights offerings made by the Company to all holders of its Common Stock, receive any dividends or similar distributions with respect to any securities of the Company held by the Investor Parties, tender shares of Common Stock or Series A Preferred Stock into any tender or exchange offer (subject to Section 5.08), effect an adjustment to the Conversion Rate pursuant to the Certificate of Designations or otherwise exercise rights under its Common Stock or Series A Preferred Stock that are not the subject of this sentence) or take any action which might require ACE to make a public announcement regarding Section 5.07 (in each case, in accordance with the possibility terms of a business combination, merger or extraordinary transactionthis Agreement and the Certificate of Designations).

Standstill. The Stockholder agrees thatIn order to induce Hanover to enter into this ---------- Agreement, for a together with the Purchase Agreement, the OSI Asset Purchase Agreement and the Alliance Agreement, during the period of three years following beginning on the date hereof (through the "Standstill Period")Registration Rights Date, each Seller Party agrees that neither it will not (and it will ensure that nor any of its affiliates (and Affiliates or any person officers, directors, employees, advisors, agents or other representatives acting on its behalf of will, in any manner, directly or in concert with it or any affiliate) will not)indirectly, without ACE's the prior written approval, consent of Hanover: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, agree to effect or cause or participate in, directly or indirectly, or in any way assist any other person to effect, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition, directly or indirectly, by purchase or otherwise acquire otherwise, of any securities (or enter into beneficial ownership thereof), or rights to acquire any agreement securities, of Hanover or make any proposalsuccessor to or person in control of Hanover, including any proposal which is made publicpursuant to which, after giving effect to purchase such acquisition, the Seller Parties and their Affiliates would own, directly or otherwise acquireindirectly, beneficially or otherwise, greater than twenty-five percent (25%) of the shares of Common Stock then outstanding; and (ii) any securities of ACEtender or exchange offer, any warrant merger, consolidation or option to purchase such other business combination involving Hanover's securities, any security convertible into any pursuant to which, after giving effect to such securitiestransaction, the Seller Parties and their Affiliates would own, directly or any other right to acquire such securities if upon any such purchase indirectly, beneficially or acquisition the Stockholder owns or has the right to acquire (whether or not presently) otherwise, greater than twenty-five percent or more (25%) of the shares of Common Stock then outstanding (or, if applicable, greater than twenty-five percent (25%) of the outstanding voting shares of ACE, stock with respect to any successor entity to Hanover); (b) solicit proxies from stockholders make any public announcement with respect to, or submit a proposal for, or offer of ACE (with or otherwise seek to influence or control the management or policies of ACE without conditions), any extraordinary transaction involving Hanover or any of its affiliates, securities or relating to any of the matters set forth in clause (a) above; (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of as defined in the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries, the matters set forth in clause (a) above; or (d) otherwise act, alone enter into any discussions or in concert arrangements with others, any third party with respect to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; providedmatters set forth in clause (a) above or advise, howeverassist, that this Section 8 shall not prohibit the purchase encourage, finance or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not seek to request ACE (or its directors, officers, employees or agents), directly or indirectly, persuade others to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE with respect to make a public announcement regarding the possibility of a business combination, merger or extraordinary transactionforegoing.

Standstill. The Stockholder (a) Each Investor agrees that, for a period from the Effective Date until the expiration of three years following the date hereof Standstill Period (the "Standstill Period"as defined below), without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it will not nor any of its Related Persons (as defined herein) will, and it will ensure cause each of its Related Persons not to, directly or indirectly, alone or with others, in any manner: (i) propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) 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, (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board; (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 its affiliates would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities of the Company, that would result, or could result, in the Investor Group owning, in the aggregate (amongst all of the Investors and any Affiliate or Associate thereof), in excess of 5% of the shares of Common Stock outstanding; (iv) seek to advise, encourage or influence any person acting 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 in accordance with Section 2; (v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any person or entity that would knowingly result in any third party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate 5% or more of the shares of Common Stock outstanding at such time; (vi) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any Affiliate or Associate of the Investors not a party to this Agreement; (vii) except as otherwise set forth in this Agreement, 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, including any plans or proposals to change the number or term of directors or to fill any vacancies on behalf 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, governance, compensation, policies, strategic direction, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, 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; (viii) call or seek to call, or request the call of, alone or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACEothers, any warrant or option to purchase such securitiesmeeting of stockholders, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presentlysuch a meeting is permitted by the Company’s Amended and Restated Certificate of Incorporation or the Company’s Amended and Restated Bylaws, including, but not limited to, a “town hall meeting;” (ix) five percent seek, alone or more in concert with others, representation on the Board, except as expressly permitted by this Agreement; (x) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign; (xi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement or agreement solely among the members of the outstanding voting shares Investor Group that is otherwise in accordance with this Agreement); (xii) seek, or encourage any person, to submit nominations in furtherance of ACEa “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any stockholder proposals (b) solicit proxies from stockholders including any submission of ACE or otherwise seek stockholder proposals pursuant to influence or control Rule 14a-8 under the management or policies of ACE or any of its affiliates, Exchange Act); (cxiii) form, join or in any other way participate in a "any “group" ” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than the Investor Group); (xiv) demand a copy of the Company’s list of stockholders or its other books and records, whether pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) or pursuant to any voting securities other statutory right; (xv) commence, encourage, or support any derivative action in the name of ACE the Company, or any class action against the Company or any of its subsidiariesofficers or directors in order to, (d) otherwise actdirectly or indirectly, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing effect any of the foregoingactions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Investor from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against an Investor, or (C) exercising statutory dissenters, appraisal or similar rights under the DGCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section 8 (3)(a)(xv); (xvi) disclose publicly or privately, in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; provided, however, that nothing herein shall not prohibit the purchase Investor Group from engaging in private discussions with the Company concerning the Investor Group’s views or other acquisition of securities of ACE by suggestions concerning the Company; (xvii) enter into any negotiations, agreements or understandings with any person described in Rule 13d-1(b)(1)(i) and (ii) or entity with respect to any of the Exchange Act. The Stockholders also agree during such period not foregoing, or advise, assist, knowingly encourage or seek to persuade any person or entity 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; (xviii) make any request ACE (or its directors, officers, employees or agents), directly or indirectly, submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xix) take any action challenging the validity or waive enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document 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 either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 8 3; or (xx) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of the New Director in his capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Director anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). (c) As of the date of this Agreement, none of the Investors are engaged in any discussions or negotiations with any person, including, but not limited to, Harvest Capital Strategies LLC, and do not have any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable with any person including, but not limited to, Harvest Capital Strategies LLC, concerning the acquisition of economic ownership of any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company, and have no actual and non-public knowledge that any other stockholders of the Company, including, but not limited to, Harvest Capital Strategies LLC, have any present or future intention of taking any actions that if taken by the Investors would violate any of the terms of this Agreement. The Investors agree to refrain from taking any actions during the Standstill Period to intentionally encourage other stockholders of the Company or any other persons to engage in any of the actions referred to in the previous sentence. (d) or take any action As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock which might require ACE such person has the right to make a public announcement regarding acquire pursuant to the possibility of a business combination, merger or extraordinary transaction.exercise of

Standstill. The Stockholder agrees that, for a period of three years following From the date hereof of this Agreement until the Expiration Date or until such earlier time as the restrictions in this paragraph 13 terminate pursuant to the terms of this Agreement (such period, the “Restricted Period”), Investor shall not, and shall cause its Affiliates and Associates under its control or direction (collectively, the “Restricted Persons”) not to, directly or indirectly, absent prior express written invitation or authorization by 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 "Standstill Period"“Exchange Act”), it will not (and it will ensure that its affiliates (and any person acting on behalf ) of proxies or in concert consents with it respect to the election or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities removal of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, directors or any other right matter or proposal or become a “participant” (as such term is defined in Instruction 3 to acquire such securities if upon Item 4 of Schedule 14A promulgated under the Exchange Act) in any such purchase solicitation of proxies or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (consents; b) solicit proxies from stockholders knowingly encourage, advise or influence any other Person or knowingly assist any Person in so encouraging, advising or influencing any Person with respect to the giving or withholding of ACE any proxy, consent or otherwise seek other authority to vote (other than such encouragement, advice or influence or control that is consistent with the management or policies of ACE or any of its affiliates, (Board’s recommendation in connection with such matter); c) form, join or act in concert with any way participate in partnership, limited partnership, syndicate or other group, including a "“group" (within the meaning of ” as defined pursuant to Section 13(d)(313(d) of the Exchange Act) Act and the rules promulgated thereunder with any entity or person unaffiliated with Investor and with respect to any voting securities 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 ACE a division, sale of substantially all assets, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any of its subsidiariessubsidiaries or its or their securities or assets (each, an “Extraordinary Transaction”) (dit being understood that the foregoing shall not restrict Investor from tendering shares, receiving payment for shares 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); or make, directly or indirectly, any proposal, either alone or in concert with others, to the Company or the Board that would reasonably be expected to require a public announcement regarding any of the types of matters set forth above in this paragraph; (i) otherwise actseek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to seek to control or influence the managementBoard, Board of Directors or policies of ACEexcept as otherwise permitted in this Agreement, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (fii) assistseek, advise alone or encourage in concert with others, the removal of any other person in doing any member of the foregoing; Board, provided, however, that nothing in this Section 8 Agreement shall prevent Investor or its Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the 2019 Annual Meeting so long as such actions do not prohibit create a public disclosure obligation for Investor or the purchase Company and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with Investor’s normal practices in similar circumstances; f) make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); g) make any request for stock list materials or other acquisition books and records of securities the Company under the Maryland General Corporation Law or other statutory or regulatory provisions providing for shareholder access to books and records; h) make any public proposal with respect to (i) any change in the number or term of ACE by directors or the filling of any person described in Rule 13d-1(b)(1)(i) and vacancies on the Board, (ii) any material change in the capitalization of the Exchange Act. The Stockholders also agree during such period not Company, (iii) any other material change in the Company’s management, business or corporate structure, or (iv) any waiver, amendment or modification to the Company’s Certificate of Incorporation or bylaws, or other actions which may affect or impede the acquisition of control of the Company by any person; i) enter into any negotiations, agreements or understandings with any Third Party to take any action that Investor is prohibited from taking pursuant to this paragraph 13; or j) make any public request ACE (or its directors, officers, employees or agents)submit any public proposal, directly or indirectly, to amend or waive any provisions the terms of this Section 8 (including this sentence) or take any action Agreement, in each case which might require ACE would reasonably be expected to make result in a public announcement regarding of such request or proposal; provided, that the possibility restrictions in this paragraph 13 shall terminate automatically upon the earliest of (i) as a non-exclusive remedy for any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the Investor Nominee or Additional New Director and otherwise constitute the Board in accordance with paragraph 1, a failure to appoint a replacement in accordance with paragraph 6, or a failure to issue the Company Press Release in accordance with paragraph 11), upon ten (10) business days’ prior written notice by Investor following any such material breach of this Agreement by the Company if such breach has not been cured within such notice period, provided that Investor is not in material breach of this Agreement at the time such notice is given, (ii) the announcement by the Company of a business combinationdefinitive 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, merger and (iii) the commencement of any tender or extraordinary transactionexchange offer (by a person other than Investor or its Affiliates) which, if consummated, 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 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. During the Restricted Period, the Company shall not adopt and shall not propose the adoption of any amendment to the Certificate of Incorporation or bylaws of the Company that would reasonably be expected to impair the ability of a stockholder to submit nominations for election to the Board or stockholder proposals in connection with any future Company Annual Meeting of Stockholders, and nothing contained in this paragraph 13 shall prevent Investor from (i) privately communicating with the Company or the Board, (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, and (iii) publicly commenting on any earnings announcement of the Company so long as any such communication is non-disparaging and otherwise not in violation of any of the provisions in this paragraph 13. Nothing in this Agreement shall prevent the Company from responding to such Investor statements, subject to the obligations of the Parties under paragraph 14, or the Company or Investor from responding to 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 Investor or any of its Affiliates or by the Company or any of its Affiliates, as applicable). Notwithstanding anything to the contrary in this Agreement, nothing in this paragraph 13 shall prohibit or restrict the Investor Nominee or the Additional New Director from exercising his or her rights and fiduciary duties as a director of the Company or restrict his or her discussions solely among other members of the Board and/or management, advisors, representatives or agents of the Company.

Standstill. The Stockholder agrees that, for a period of three years following (a) On and after the date hereof until the second anniversary of the Closing (the "“Standstill Period")”): (i) (i) Shareholder will not, it will not (and it will shall ensure that its affiliates (his Controlled Persons and any person Person acting on behalf of of, or in concert with it with, him or any affiliate) of his Controlled Persons will not), without ACE's prior written approval, (a) purchase facilitate or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or encourage any other right to acquire such securities if upon Person to, directly or indirectly, in any such purchase or manner, effect any acquisition of ownership (including by operation of law and including the Stockholder owns or has acquisition of the right to acquire vote or direct the voting of any Company Securities) of Company Securities; provided that such prohibition shall not apply to the Stock Consideration initially received by Shareholder under the Merger Agreement; and (whether ii) Shareholder will not, and shall ensure that his Controlled Persons and any Person active on behalf of, or not presently) five percent in concert, with him or more any of the outstanding voting shares of ACEhis Controlled Persons will not, Transfer any Company Securities. (b) solicit proxies from stockholders of ACE During the Standstill Period, Shareholder will not, and shall ensure that his Controlled Persons and any Person acting on behalf of, or in concert with, him or his Controlled Persons will not, facilitate or encourage any other Person to, directly or indirectly, in any manner: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise seek to influence participate in, any tender offer, take-over bid, plan of reorganization, merger, exchange offer, consolidation, business combination, recapitalization, restructuring or control other similar transaction involving the management or policies of ACE Company or any of its affiliatesSubsidiaries (or any of their respective assets); (ii) (A) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or otherwise participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC or other Applicable Law) to vote, or withhold from voting, or seek to advise or influence any Person with respect to the voting, or withholding from voting, of, or conduct any other type of referendum (binding or non-binding) with respect to, any Voting Securities, (cB) solicit, knowingly facilitate or knowingly encourage, directly or indirectly, any third party to engage in any such solicitation, (C) make any public statement in support of any such third-party solicitation, (D) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) group with respect to any voting securities Voting Securities or (E) seek or propose the election or appointment of, except as permitted by Section 3.02 hereof, any person to, or representation on, or nominate or propose the nomination of ACE any candidate to, the Board, or seek or propose the removal of, except as permitted by Section 3.03 hereof, any member of its subsidiariesthe Board; (iii) (A) call, request the calling of or otherwise seek or assist in the calling of a meeting of the shareholders of the Company, or (dB) otherwise actseek, alone propose or in concert with otherssubmit, any proposal or matter of business (whether binding or not) to be considered or voted upon at a meeting of the shareholders of the Company, including pursuant to Rule 14a-8 under the Exchange Act or submit, or participate in, any “shareholder access” proposal; (iv) publicly seek or propose to control or influence the management, Board of Directors management or policies of ACEthe Company, except in accordance with the terms of any employment agreement entered into by Shareholder and the Company at the Closing and from time to time thereafter; (ev) disclose any intention, plan or arrangement prohibited by or inconsistent with the foregoing or foregoing; (fvi) assist, advise or encourage any other person in doing any of request that the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) of the Exchange Act. The Stockholders also agree during such period not to request ACE Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provisions provision of this Section 8 (including this sentence); (vii) or take any action which might would reasonably be expected to result in or require ACE public disclosure regarding any of the types of matters set forth in clauses (i) through (vi); or (viii) agree or commit to make a public announcement regarding any of the possibility of a business combination, merger or extraordinary transactionforegoing.

Standstill. The Stockholder agrees that, Investor Parties agree that until the later of (i) 90 days after the first day on which no Investor Designee serves on the Board and the Investor has no rights (or has irrevocably waived its right) under Section 5.10 (except for a period Section 5.10(f)) and (ii) the expiration of three years following the date hereof Lock-Up Period (the "“Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will notExpiration Date”), without ACE's the prior written approvalapproval of the Board, the Investor Parties will not, directly or indirectly, and will cause their Affiliates not to: (a) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise otherwise, any equity securities or direct or indirect rights to acquire any equity securities of the Company, any securities convertible into or exchangeable for any such equity securities, any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock (solely to the extent that, after giving effect to such acquisition, the Investor Parties and their Affiliates would beneficially own, in the aggregate, greater than 15% of the then outstanding Common Stock (which calculation shall, for the avoidance of doubt, include the notional or other number of shares of Common Stock specified in the documentation for any Contract to which any of the Investor Parties are party which is designed to produce economic benefits and risks to any of the Investor Parties that correspond substantially to the ownership by the Investor Parties of shares of Common Stock, except in the case of any such Contract which is settled only in cash)); (b) make or in any way encourage or participate in 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, any voting securities of the Company or any of its Subsidiaries, or call or seek to call a meeting of the Company’s stockholders or initiate any stockholder proposal for action by the Company’s stockholders, or seek election to or to place a representative on the Board or seek the removal of any director from the Board; (c) make any public announcement with respect to, or offer, seek, propose or indicate an interest in (in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of more than 50% of the assets, properties or securities of the Company or any Subsidiary of the Company, or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective securities, or enter into any agreement discussions, negotiations, arrangements, understandings or make any proposal, including any proposal which is made public, to purchase agreements (whether written or otherwise acquireoral) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or with any other right to acquire such securities if upon Person regarding any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (c) 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 ACE or any of its subsidiaries, foregoing; (d) otherwise act, alone or in concert with others, to seek to control or influence influence, in any manner, the management, Board board of Directors directors or policies of ACE, the Company or any of its Subsidiaries; (e) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided; (f) advise, howeverassist, knowingly encourage or direct any Person to do, or to advise, assist, knowingly encourage or direct any other Person to do, any of the foregoing; (g) take any action that would require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this Section 8 shall not prohibit 5.07; (h) enter into any agreements, arrangements or understandings with any third party (including security holders of the purchase Company, but excluding, for the avoidance of doubt, any Investor Parties) with respect to any of the foregoing, including forming, joining or other acquisition of securities of ACE by in any person described way participating in Rule 13d-1(b)(1)(i) and a “group” (iias defined in Section 13(d)(3) of the Exchange Act. The Stockholders also agree during such period not to ) with any third party in connection with any of the foregoing; (i) request ACE (the Company or any of its directors, officers, employees or agents)Representatives, directly or indirectly, to amend or waive any provision of this Section 5.07; provided that this clause shall not prohibit the Investor Parties from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 8 5.07, 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 any Person; or (including j) contest the validity of this sentenceSection 5.07 or make, initiate, take or participate in any demand, Action (legal or otherwise) or take proposal to amend, waive or terminate any action which might require ACE provision of this Section 5.07; provided, however, that nothing in this Section 5.07 will (1) limit the Investor Parties’ ability to make vote, Transfer or Hedge (subject to Section 5.08), convert shares of Series B Preferred Stock into Common Stock (subject to Section 6 of the Series B Certificate of Designations), limit or restrict any transfer pursuant to a public announcement regarding the possibility Permitted Loan or any foreclosure thereunder or transfer in lieu of a business combinationforeclosure thereunder, merger privately make and submit to the Company and/or the Board any proposal that is intended by the Investor Parties to be made and submitted on a non-publicly disclosed or extraordinary transactionannounced basis (and would not reasonably be expect to require public disclosure by any Person), participate in rights offerings made by the Company to all holders of its Common Stock, receive any dividends or similar distributions with respect to any securities of the Company held by the Investor Parties, tender shares of Common Stock or Series B Preferred Stock into any tender or exchange offer (subject to Section 5.08), effect an adjustment to the Conversion Rate pursuant to the Series B Certificate of Designations or otherwise exercise rights under its Common Stock or Series B Preferred Stock that are not the subject of this Section 5.07, (2) limit the ability of the Investor Director to vote or otherwise exercise his or her legal duties or otherwise act in his or her capacity as a member of the Board or (3) apply to or otherwise restrict the Wella Sale.

Standstill. The Stockholder Each Purchaser hereby agrees that, for a period until the Standstill Termination Date, unless specifically consented in writing by the Company to do so, neither such Purchaser nor its Affiliates will, or will cause or knowingly permit any of three years following the date hereof its or their directors, officers, partners, managers or employees to, in any manner, directly or indirectly: (the "Standstill Period")i) effect or seek, it will not initiate, offer or propose (and it will ensure that its affiliates (and any person acting on behalf of whether publicly or otherwise) to effect, or cause or participate in or in concert any way advise or, assist any other person to effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect or cause or participate in, any acquisition of any equity or equity-linked securities (or beneficial ownership thereof); any tender or exchange offer, merger, consolidation or other business combination involving the Company; any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with it respect to the Company; or any affiliate“solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) will not)or consents to vote any voting securities of the Company, without ACE's prior written approvalprovided, however, that notwithstanding the foregoing, nothing in this clause (i) shall prevent or limit (a) purchase the ability of any director of the Company that is affiliated with such Purchaser to acquire, exercise or otherwise acquire dispose of any stock options or other equity securities of the Company received as compensation for serving as a director, or perform his or her duties as a director of the Company or (b) the Purchasers and their Affiliates (and their respective directors, officers, partners, managers or enter into employees) from purchasing equity or equity-linked securities of the Company, provided such purchases neither (x) cause any agreement of Purchasers or make any proposaltheir Affiliates, including any proposal which is made publicas a “person” or as part of a “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), to purchase become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or otherwise acquireindirectly, of more than 27.5% of the total voting power of the Company’s voting stock nor (y) result in the aggregate of all equity or equity-linked securities held by the Purchaser and their Affiliates, together with the Underlying Securities, to amount to more than 27.5% of the outstanding Common Stock on a Fully-Diluted Basis; provided, further, that, notwithstanding anything to the contrary in this Section 6.8, at any time or from time to time following receipt of any Requisite Stockholder Approval (as defined in | either the Warrant Agreement or the Certificate of Designations ), the Purchasers and their Affiliates will not be prohibited from exercising, converting or exchanging any securities of ACEthe Company then-held (including the Warrants and the warrants issued under that certain Warrant Agreement dated as of March 8, 2022, between the Company and the other signatories thereto) for shares of Common Stock (for purposes of this clause (i), if any warrant Requisite Stockholder Approval is obtained, then such approval will be deemed to constitute a purchase of equity securities by the Purchasers or option their Affiliates in an amount equal to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has amount by which the right to acquire (whether or not presently) five percent or more beneficial ownership of the outstanding voting shares Purchasers or their Affiliates increases as a result of ACE, such approval); (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE or any of its affiliates, (cii) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to any voting securities of ACE or the Company that seeks to do any of its subsidiaries, the actions prohibited by clause (di) above; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACEthe Company, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage any other person in doing any of the foregoing; provided, however, that notwithstanding the foregoing, nothing in this Section 8 clause (iii) shall not prohibit prevent or limit the purchase or other acquisition ability of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) director of the Exchange Act. The Stockholders also agree during Company that is affiliated with such period not Purchaser to request ACE (serve as a director, or its directors, perform his or her duties as a director of the Company or any related activities of such Purchaser’s officers, employees or agents), directly or indirectly, to amend or waive any provisions representatives in support of this Section 8 such director; (including this sentenceiv) or take any action which might require ACE could reasonably be expected to force the Company to make a public announcement regarding any of the possibility types of matters set forth in this Section 6.8 (other than actions taken by a business combinationdirector of the Company in the performance of his or her duties as such); or (v) enter into any agreements, merger discussions or extraordinary transactionarrangements with any third party with respect to any of the foregoing (other than ordinary course discussions by a director of the Company in the performance of his or her duties as such).”

Standstill. The Stockholder agrees that, for a period of three years following the date hereof (the "Standstill Period"), it will not (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it or any affiliate) will not), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right to acquire such securities if upon any such purchase or acquisition So long as the Stockholder Investor owns Registrable Common Stock or has the right to acquire Registrable Common Stock or has a contingent or non-contingent right to receive a Series II Exchange Warrant and/or Series III Exchange Warrant pursuant to this Agreement exercisable for Registrable Common Stock (the “Standstill Period”), Investor shall not, and shall cause each of its controlled Affiliates not to: (i) other than with respect to the Warrant Shares or shares of Common Stock issuable upon exercise of the 2006 Warrant, as applicable, acquire, or propose to acquire (whether publicly or not presentlyotherwise) five percent beneficial ownership of any equity securities or more assets, or rights or options to acquire any such securities or assets (through purchase, exchange, conversion or otherwise), of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Parent or any of its affiliatesSubsidiaries, including derivative securities representing the right to vote or economic benefits of any such securities; (cii) make, effect or commence any tender or exchange offer, merger or other business combination involving Parent or any of its Subsidiaries; (iii) consummate or commence any recapitalization, restructuring, liquidation or, dissolution with respect to Parent or any of its Subsidiaries; (iv) make, or in any way participate in, any “solicitation” of proxies to vote or consent, or seek to advise or influence any Person with respect to the voting of, any voting securities of Parent or any of its Subsidiaries (but without limiting stockholders’ rights to vote the securities); (v) 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 to, or otherwise act in concert with any Person in respect of, any voting equity securities of ACE Parent or any of its subsidiariesSubsidiaries; (vi) negotiate with any Person with respect to, or make any statement or proposal to any Person with respect to, or make any public announcement (dexcept as required by law) or proposal or offer whatsoever with respect to, or act as a financing source for or otherwise act, alone invest in any other Persons (other than in its or in concert with others, to seek to control or influence the its Affiliates’ investment management, Board banking, brokerage, securities or similar business and other such insubstantial investments in the ordinary course of Directors business) in connection with, or policies of ACEotherwise solicit, seek or offer to effect any transactions or actions described in the foregoing clauses (ei) disclose through (vii), or make any intention, plan other proposal or arrangement statement inconsistent with the foregoing terms of this Section 3.1 or that otherwise would reasonably be expected to result in a public announcement regarding any such transactions or actions (except as required by law); or (fviii) knowingly advise, assist, advise or encourage any other person Persons in doing connection with any of the foregoingforegoing (other than in its or its Affiliates’ investment management, banking, brokerage, securities or similar business); providedunless and until, howeverin the case of each of the foregoing clauses (i) through (vii), that the Investor has received the prior written invitation or approval of Parent’s Board of Directors to do so. (b) During the Standstill Period, Investor, together with its Affiliates (whose ownership of Common Stock would be aggregated with the Investor for determinations of beneficial ownership pursuant to this Section 8 paragraph), shall not prohibit become a beneficial owner of more than 29.5% of the purchase or other acquisition of securities of ACE by any person described outstanding Common Stock (the “Cap”) (beneficial ownership shall have the meaning set forth in Rule 13d-1(b)(1)(i) Rules 13d-3 and (ii) of 13d-5 under the Exchange Act, except that it shall include shares of Common Stock that Investor or such Affiliates have the right to acquire, whether such right is exercisable immediately or only after the passage of time). The Stockholders also agree during Cap shall not apply if bankruptcy or liquidation proceedings have commenced by or on behalf of the Company. The Cap shall be automatically increased to such period higher percentage of Common Stock as may be permitted in the future without triggering change in control covenants in any credit agreement, indenture or management agreement of Parent and/or the Company. By way of example, if the change in control trigger in the Credit Agreement and all of the Company’s management agreements were increased to 33%, the Cap would be increased to 32.5%. In addition, the Cap shall not to request ACE (apply in the event that a change in control or similar event, not caused by actions of the Investor or its directorsAffiliates, officersoccurs and results in repurchase obligations, employees defaults or agentsacceleration with respect to all credit agreements, indentures or other indebtedness containing such a provision of Parent and/or the Company that contain such change in control covenants that are not otherwise waived (and without regard to consequences under management agreements) (a “Cap Termination”). For the avoidance of doubt, directly or indirectly, the parties intend the Cap to amend or waive any provisions of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction.prohibit Investor’s 14

Standstill. The Stockholder agrees thatUntil the Termination Date, for a period the Engaged Group shall not, and shall cause each of three years following the date hereof (the "Standstill Period")its Affiliates and Associates not to, it will not (and it will ensure that its affiliates (and directly or indirectly, in any person acting on behalf of manner, alone or in concert with it or any affiliate) will not)others, in each case without ACE's the prior written approval, waiver authorized by the Board: (a) purchase (i) acquire, cause to be acquired, or offer, seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining or forming 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 acquire (the taking of any such action, an “Acquisition”), beneficial ownership of any securities or assets of the Company (or enter into any agreement direct or make any proposal, including any proposal which is made public, to purchase indirect rights or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securities, or any other right options to acquire such securities if upon ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such purchase or acquisition Acquisition, the Stockholder owns or has the right to acquire (whether or not presently) five percent or more of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE Engaged Group or any of its affiliatesAffiliates and Associates holds, directly or indirectly, in excess of 9.9% of the Voting Securities, (ii) acquire, cause to be acquired or offer, seek or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of the Company or (iii) acquire, cause to be acquired or offer, seek or agree to acquire, ownership (including beneficial ownership) of any asset or business of the Company or any right or option to acquire any such asset or business from any person, in each case in this clause (iii) other than securities of the Company; (b) except as otherwise provided in Section 1, (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any action in respect of the removal of any director, (ii) seek or knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, (iii) submit, or seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Stockholder Meeting, (v) publicly seek to amend any provision of the Charter, the Bylaws, or other governing documents of the Company (each as may be amended from time to time), or (vi) take any action similar to the foregoing with respect to any subsidiary of the Company; provided, however, that nothing in this Agreement shall prevent the Engaged Group or its Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) so long as such actions do not create a public disclosure obligation for the Engaged Group or the Company and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with the Engaged Group’s normal practices; (c) solicit any proxy, consent or other authority to vote of stockholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any person (other than the Company) in, any “solicitation” of any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter); provided, however, that the foregoing shall not restrict the Engaged Group from stating how it intends to vote with respect to an Extraordinary Transaction, if any, and the reasons therefor; (d) (i) grant any proxy, consent or other authority to vote with respect to any matters for any Stockholder Meeting or (ii) deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities, in each case of clauses (i) and (ii) other than (A) customary brokerage accounts, margin accounts, prime brokerage accounts and the like, (B) granting any proxy, consent or other authority to vote in any solicitation approved by the Board and consistent with the recommendation of the Board, (C) granting any proxy, consent or other authority to vote in any solicitation in connection with any matter for which the Engaged Group has voting discretion pursuant to, and in accordance with, Section 2, and (D) otherwise in accordance with this Agreement; (e) knowingly encourage, advise or influence any person or knowingly assist or direct any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no,” or similar campaign), in each case other than such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such matter or otherwise in connection with an Extraordinary Transaction; (f) without the prior written approval of the Board, separately or in conjunction with any other person 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, publicly propose, suggest or recommend, or in a manner that the Engaged Group is required under applicable law, rule or regulation to disclose publicly, any Extraordinary Transaction; provided, however, that nothing in this Section 3 shall be interpreted to prohibit the Engaged Group from proposing, suggesting or recommending any Extraordinary Transaction privately to the Company so long as any such action is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (g) form, join join, encourage the formation of, or in any way participate in a "group" any partnership, limited partnership, syndicate or group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities Voting Securities (other than a group that includes all or some of ACE or any the members of its subsidiariesthe Engaged Group, (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ACE, (e) disclose any intention, plan or arrangement inconsistent with the foregoing or (f) assist, advise or encourage but does not include any other person in doing any entities or persons that are not members of the foregoing; provided, however, that this Section 8 shall not prohibit the purchase or other acquisition of securities of ACE by any person described in Rule 13d-1(b)(1)(i) and (ii) Engaged Group as of the Exchange Act. The Stockholders also agree during date hereof; provided that nothing herein shall limit the ability of an Affiliate of the Engaged Group to join such period not group following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement); (h) make a request ACE for a list of the Company’s stockholders or for any books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law; or (i) make or its directorspublicly advance any request or proposal to amend, officers, employees or agents), directly or indirectly, to amend modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided that the Engaged Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person. Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of this Section 8 3 shall not be deemed to restrict the Engaged Group from: (including i) communicating privately with the Board or any of the Company’s officers 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, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this sentenceSection 3 or Section 6, or (iii) or take taking any action which might require ACE necessary to make a public announcement regarding comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has jurisdiction over the possibility Engaged Group. Furthermore, for the avoidance of a business combinationdoubt, merger or extraordinary transactionnothing in this Agreement shall be deemed to restrict in any way the New Director in the exercise of the New Director’s fiduciary duties to the Company.

Standstill. The Stockholder agrees that(a) Except, for a in the case of clauses (i)(A), (i)(B) and (i)(C), as expressly contemplated by Article 9 of this Agreement, during the period of three years following beginning on the date hereof and ending on the date on which a Parent’s Parent Aggregate Percentage Interest goes below the Lower Threshold, such Parent shall not, and shall cause its other Parent Entities not to, in any manner, directly or indirectly: (the "Standstill Period"i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities (or beneficial ownership thereof or economic interests therein), it will not or rights or options to acquire any securities (and it will ensure that its affiliates (and any person acting on behalf of or in concert with it beneficial ownership thereof or any affiliate) will noteconomic interests therein), without ACE's prior written approval, (a) purchase or otherwise acquire (or enter into any agreement or make any proposal, including any proposal which is made public, to purchase or otherwise acquire) any securities of ACE, any warrant or option to purchase such securities, any security convertible into any such securitiesthe other Parent, or any other right to acquire such securities if upon any such purchase or acquisition the Stockholder owns or has the right to acquire (whether or not presently) five percent or more assets of the outstanding voting shares of ACE, (b) solicit proxies from stockholders of ACE or otherwise seek to influence or control the management or policies of ACE other Parent or any of its affiliatesSubsidiaries (including securities of or held by such Subsidiaries) constituting a significant portion of the consolidated assets of such other Parent, (cB) any tender offer or exchange offer, merger, consolidation or other business combination involving the other Parent or any of its Subsidiaries, or any assets of the other Parent or any of its Subsidiaries (including securities of or held by such Subsidiaries) constituting a significant portion of the consolidated assets of the other Parent, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Parent or any of its Subsidiaries or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Parent or any of its Subsidiaries, including soliciting consents or taking other action with respect to the calling of a special meeting of the stockholders of the other Parent or any of its Subsidiaries; (ii) form, join or in any way participate in a "“group" ” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act) with respect to any voting securities of ACE or any of its subsidiaries, the other Parent; (diii) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of Directors directors or policies of ACE, the other Parent or to obtain representation on the board of directors of the other Parent; (eiv) disclose or direct any Person to disclose, any intention, plan or arrangement inconsistent with the foregoing foregoing; (v) advise, assist or (f) assistencourage or direct any Person to advise, advise assist or encourage any other person Persons in doing connection with any of the foregoing; providedor (vi) request a waiver or amendment of any of the foregoing clauses (i) through (v). Notwithstanding the foregoing, howevera Parent’s chief executive officer may make a non-public, that this Section 8 shall not prohibit confidential, oral, non-binding proposal regarding a transaction of the purchase or other acquisition of securities of ACE by any person type described in Rule 13d-1(b)(1)(iclauses (i)(A), (B) or (C) of the preceding sentence to the other Parent’s chief executive officer, provided that the Parent providing such proposal (1) does not make such proposal for the purpose of causing the receiving Parent to make public disclosure of such proposal and (2) immediately withdraws such proposal and does not further pursue such proposal or any proposal that is substantially similar to such proposal if the other Parent’s board of directors has been apprised of such proposal and such Parent is not interested in exploring any such transaction. (b) A Parent and its other Parent Entities shall be released from the provisions of Section 12.1(a) in the event that (i) the other Parent enters into, or publicly announces an intention to pursue, one or more related transactions or agreements providing for the acquisition by a third party of more than 50% of its voting securities or all or substantially all of its assets or (ii) (A) a tender or exchange offer is commenced by a third party to acquire 50% or more of the Exchange Actoutstanding voting securities of the other Parent and (B) such other Parent (1) publicly recommends that its stockholders accept such offer or (2) (x) does not within ten Business Days publicly recommend that its stockholders reject such offer or (y) publicly recommends that its stockholders reject such offer but subsequently publicly withdraws such recommendation. The Stockholders also agree If the Parent that is the subject of a tender or exchange offer publicly recommends that its stockholders reject the offer, such Parent may not (I) subsequently publicly recommend that its stockholders accept such offer or publicly withdraw its recommendation that its stockholders reject such offer unless such offer remains open for at least 20 Business Days following such change in recommendation (either pursuant to the terms of such offer or by action of such Parent preventing its consummation during such period 20-Business Day period) or (II) prior to the end of such 20-Business Day period, enter into an agreement providing for the acquisition of more than 50% of its outstanding voting securities or all or substantially all of its assets by the Person making such offer unless such agreement provides that the acquisition contemplated by it may not be consummated for at least another 20 Business Days from the date such agreement is executed and such agreement allows the Parent that is the subject of the tender offer or exchange offer to request ACE provide information to and participate in discussions or negotiations with the other Parent and its representatives regarding, and to terminate such agreement without the payment of any fee or other amount (other than a break-up or similar fee not exceeding 1% of the equity value of such Parent) in order to enter into an agreement with the other Parent or any of its Parent Entities providing for, the acquisition by the other Parent or its directors, officers, employees Parent Entities of more than 50% of the outstanding voting securities or agents), directly all or indirectly, to amend or waive any provisions substantially all of this Section 8 (including this sentence) or take any action which might require ACE to make a public announcement regarding the possibility assets of a business combination, merger or extraordinary transactionsuch Parent.