Common use of Standstill Clause in Contracts

Standstill. (a) The Investor agrees that during the Voting Period, no member of the Investor Group shall directly or indirectly: (i) act, alone or in concert with others, to seek to control the management, Board or policies of the 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 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The Investor agrees that during During the Voting Period, period commencing on the date of this Agreement and ending at the time the Seller and its Affiliates no member longer beneficially own in excess of 5% of the Investor Group voting securities of the Buyer, the Seller shall not, and shall cause its Affiliates and Representatives, to the extent such Representatives are acting on behalf of such Seller or its Affiliates, not to, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way knowingly assist (including, without limitation, through the provision of financing) any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, (i) any acquisition of beneficial ownership (as such term is defined under the Exchange Act) of any securities of the Buyer or 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 securities 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 business combination, recapitalization restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Buyer. (b) engage, or in any way participate, in any “solicitation” (as such term is defined in Rule 14a-1(l) under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors); seek to advise, encourage or influence any Person with respect to the voting of any voting securities of the 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 securities of the Buyer on any matter put to or proposed to be put to the stockholders of 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 remove any director of the Buyer; (c) form, join or in any way participate in a “group” (as such term is used under the Exchange Act) with respect to any securities of the Buyer; (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board board of directors or policies of the CompanyBuyer; (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 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (viie) take any action which would reasonably be expected to require that might force the Company Buyer to make a public announcement regarding the possibility of a business combination 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 foregoingtypes of matters set forth in clause (a) or (b) above; or (xf) request that enter into discussions or arrangements with any third-party with respect to any of the Company matters set forth in clauses (or its respective directors, officers, affiliates, employees or agents)a) through (e) above. The Seller also agrees during such period not to request, directly or indirectly, that the Buyer (or its directors, officers, employees or agents) 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal 5.16 (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 (ivsentence), 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. (a) The Investor agrees that during Until the Voting Period, no member earlier of the Investor Group shall directly Closing or indirectly: June 1, 2009 (the “No Shop Period”), neither APlus nor the APlus Holders will (i) actsolicit or encourage any offer or enter into any agreement or other understanding, alone whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of APlus to or with any other entity or person, except as contemplated by the Transaction, other than sales of goods and services by APlus in concert with others, to seek to control the management, Board or policies ordinary course of the Company; its business; (ii) entertain or 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 SPI, and its authorized agents and representatives) any nonpublic information concerning APlus r its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of APlus. If either APlus or any of the APlus Holders shall receive any unsolicited communication or offer, APlus or the APlus Holders, as applicable, shall immediately notify SPI of the receipt of such communication or offer. (b) During the No-Shop Period, SPI will not (i) solicit or encourage any offer or enter into any joint ventureagreement or other understanding, securities lending whether written or option agreementoral, put for the sale, transfer or call, guarantee other disposition of loans, guarantee any capital stock or assets of profits SPI to or division of losses or profits, contract, arrangement or understanding with any Person with respect to other entity or person, except as contemplated herein, other than sales of goods and services by SPI in the ordinary course of its business; (ii) entertain or pursue any securities of the Company unsolicited communication, offer or proposal for any Subsidiary of the Company; such sale, transfer or other disposition; or (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 furnish to any Voting Stock, person or seek to advise or influence any person with respect to the voting of any Voting Stock entity (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust orAPlus, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliatesauthorized agents and representatives) any nonpublic information concerning SPI or its business, financial affairs or prospects for the purpose or with the intent of acquiring, holding, voting permitting such person or disposing entity to evaluate a possible acquisition of Voting Stock any capital stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility assets of a business combination or merger involving the Company SPI. If either SPI or any of its Subsidiaries; (viii) publically disclose SPI’s stockholders shall receive any intentionunsolicited communication or offer, plan SPI or arrangement inconsistent with the foregoing; (ix) knowingly advisesuch SPI stockholder, assist or encourage any other Persons in connection with any as applicable, shall immediately notify APlus 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 receipt 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 communication or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The Investor agrees Until the date that during is the Voting Period, no member earlier to occur of the Investor Group shall directly or indirectly: (i) actthe date that is five (5) years from the date of the Separation, and (ii) the date that is one (1) year following the Phase One Effective Date (as defined in the Offtake Agreement), the Investor will not, alone or in concert with others, without the prior written consent of Corporation or as otherwise expressly permitted under this Agreement: (i) effect, seek, offer or propose, or in any way advise or encourage any other Person to effect, seek, offer or propose (in each case, whether publicly or 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 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 Corporation beyond the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Sharesboard and committee representation provided in this Agreement; (iv) solicit enter into any arrangements, understandings or participate in the solicitation of proxies with respect to any Voting Stockagreements, whether written or oral, with, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 finance, aide, encourage or encourage 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; or (xvi) request that the Company (attempt to induce any party not to make or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive conclude any provision of this Section 4.9(a) in a manner that requires public disclosure of such request. Notwithstanding anything proposal with respect to the contrary Corporation by threatening or indicating that Investor may take any of the foregoing actions. (b) The Investor will not, alone or in concert with others, without the prior written consent of Corporation or as otherwise expressly permitted under this Agreement, Purchase any Equity Securities 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 4.4 shall not apply to any confidential offer or proposal made by the Investor or its Affiliates to the Board and shall no longer apply from the earliest of (i) the prohibitions in this Article IV shall not affect date the Investor’s ability to hold the SharesCorporation enters into a definitive agreement with a third party that provides for an acquisition of, or business combination with, the Warrants and Corporation where the Warrant Sharessecurityholders of the Corporation would own less than 50% of the voting securities of the surviving Corporation, (ii) the provisions date the Corporation enters into a definitive agreement with a third party that provides for an acquisition of Section 4.8 and this Section 4.9 shall not prohibit any member all or substantially all 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 assets of the Company, Corporation; or (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) date a third party has made enters into a public offer definitive agreement to acquire, or proposal acquires, “beneficial ownership” (including a tender or exchange offeras such term is defined in the Securities Act (British Columbia), as amended) of more than 50% of the voting securities of the Corporation. In the event that the proposed transaction in (i), (ii) or publicly announced an intention to make any such offer or proposal that would(iii) is terminated, if consummated, result in a Change of Control of the Company, then, in each case limitations and prohibitions set forth in this clause (iv), the Company and the Investor Section 4.4 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 filingreinstated.

Standstill. (a) The Investor Each of the members of the ▇▇▇▇▇▇▇▇▇ Group agrees that that, during the Voting Standstill Period, no member he or it will not, and he or it will cause each of the Investor Group shall such Person’s Affiliates and Associates and require other Persons acting on his or its behalf not to, directly or indirectly: (i) actacquire, offer to acquire or agree to acquire, alone or in concert with othersany other individual or entity, to seek to control the managementby purchase, Board tender offer, exchange offer, agreement or policies business combination or any other manner, beneficial ownership of any securities of the Company; provided, however, that this restriction shall not apply to any securities received by each of the Nominees pursuant to Section 8 of this Agreement; (ii) enter into submit any joint venture, securities lending shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act 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 Company otherwise) or any Subsidiary notice 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 CompanyBoard or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement; (iii) acquire additional 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 Act with respect to the Common Stock or deposit any shares of Voting Common Stock without 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 consent of Schedule 13D on the Board, except for the Warrant Sharesdate 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 in, any “solicitation” of any “proxy” within the solicitation meaning of proxies 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 Voting Stockmatter, or seek to advise or influence become a “participant” in any person contested “solicitation” for the election of directors with respect to the voting of any Voting Stock 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 otherwise provided or contemplated by 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) deposit seek, in any Voting Stock 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 a voting trust orconcert with others, seek to control or influence the governance or policies of the Company, except as a member of the Board or otherwise provided or as expressly permitted by this Agreement; provided, however, that the foregoing shall not prohibit the ▇▇▇▇▇▇▇▇▇ Group from (A) making statements contemplated hereinby Rule 14a-1(l)(2)(iv)(B) under the Exchange Act to the extent applicable to holders of interests in Prentice Capital Management, subject any Voting Stock 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 arrangement transaction that has been publicly announced by the Company involving a recapitalization of the Company, or agreement with a material acquisition, disposition or sale of assets or a business by the Company, or a change of control of the Company, (C) voting as it sees fit on any third party matter other than with respect to the voting election of directors, or (D) privately contacting the Board or management of the Company to express his views regarding Company matters so long as such Voting Stockcontact 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) join a 13D Group (effect or seek to effect, in any capacity other than as a group comprising solely member of the Investor and its AffiliatesBoard (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third Person), offer or propose (whether publicly or otherwise) for the purpose 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 acquiring, holding, voting any material assets or disposing businesses of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make or any of its subsidiaries, or any sale, lease, exchange, pledge, mortgage, or transfer thereof (including through any arrangement having substantially the same economic or other effect as a public announcement regarding the possibility of a sale, lease, exchange, pledge, mortgage, or transfer or assets); (B) any tender offer or exchange offer, merger, acquisition or other business combination or merger involving the Company or any of its Subsidiariessubsidiaries, or (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect 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 any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Sections 4 or 5 of this Agreement, or otherwise seek (in any manner that would require public disclosure by any of the members of the ▇▇▇▇▇▇▇▇▇ Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (viii) publically disclose publicly disparage any intentionmember of the Board or management of the Company; provided that this provision shall not apply to compelled testimony, plan either by legal process, subpoena or arrangement inconsistent with the foregoingotherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure; (ix) knowingly enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, cause, solicit, induce, assist or encourage encourage, any other Persons Person that engages, or offers or proposes to engage, in connection with any of the foregoing; or (x) request that take, cause, solicit, induce or assist others to take any action inconsistent with any of the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision foregoing. Notwithstanding the provisions 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 Shares5, the Warrants and the Warrant Shares, (ii) the provisions of Section 4.8 and this Section 4.9 shall not prohibit any member members of the Investor ▇▇▇▇▇▇▇▇▇ Group shall be entitled to acquire, from making time to time, in one or disclosing any offer more transactions in the open market, in privately negotiated transactions or proposal on a confidential basis to from the Board (andCompany, 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 additional securities of the Company, (iii) if a Change of Control of the Company has occurredif, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or after giving effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into to 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 Sharesadditional securities, Warrants and Warrant Shares hereunder on Form 13D or Form 13G, provided that the Investor shall give 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 (as reported in the most recent report filed by the Company prior notice of with the SEC containing such filinginformation).

Standstill. Upon 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, the person who would own in excess of 9.9% of such shares shall be subject to the following restrictions: (a) The Investor agrees that during the Voting Periodit and its affiliates will not (and will not assist, no member of the Investor Group shall provide or arrange financing to or for others or encourage other to), directly or indirectly: , acting alone or as part of a group, (i) actpropose to Issuer or to any of Issuer's security holders or any other person any merger, alone 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 concert with othersany 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 control influence or control, in any manner whatsoever, (including proxy solicitation, becoming a "participant" in any "election contest," or otherwise), the management, Board management or policies of the Company; Issuer or (iiiv) enter into any joint venturediscussions, securities lending negotiations, arrangements or option agreementunderstandings with, 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 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 Stockencourage, 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 any of the voting 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 Voting 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) join pursuant to a 13D Group tender or exchange offer (other than as such terms are used in the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) made by a group comprising solely party not affiliated or associated with such person for all outstanding Shares as to which offer a majority of the Investor and its Affiliates) for directors of the purpose of acquiring, holding, voting Issuer then in office have not recommended that stockholders not tender or disposing of Voting Stock or Non-Voting Convertible Securities;exchange their Shares; or (vii) take any action which would reasonably be expected pursuant to require a tender or exchange offer by the Company Issuer or in a merger or other transaction pursuant to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent an agreement with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection with any Issuer. These restrictions shall expire upon the earlier 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) five years from the prohibitions in date of this Article IV shall not affect the Investor’s ability to hold the Shares, the Warrants Agreement and the Warrant Shares, (ii) the provisions of Section 4.8 and this Section 4.9 shall not prohibit any member date upon which such person owns less than 5% of the Investor Group from making or disclosing any offer or proposal on a confidential basis outstanding shares of Common Stock so long as this person continues to own less than 5% of the Board (outstanding shares of Common Stock for the next twelve consecutive months and, if the Board rejects that offer its ownership is 5% 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 more of the Company, (iii) if a Change of Control of the Company has occurredoutstanding shares during this twelve month period, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 these restrictions shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement once again apply 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 filingperson.

Standstill. The Stockholders hereby agree that, from and after the date 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) The Investor agrees that during the Voting Periodsell, no member transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "TRANSFER"), or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Investor Group shall Subject Shares; (b) acquire, offer to acquire, or agree to acquire, directly or indirectly: (i) act, alone by purchase or in concert with othersotherwise, any securities or direct or indirect rights to seek to control the management, Board acquire Common Stock or policies any other securities of the Company; (ii) enter into , or 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 assets of the Company or any Subsidiary of the Companysubsidiary or division thereof; (iiic) acquire additional shares make, or in any way participate in, directly or indirectly, any "solicitation" of Voting Stock without "proxies" (as such terms are used in the consent rules of the Board, except for the Warrant Shares; Securities and Exchange Commission) to vote (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stockincluding by consent), or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company (including, without limitation, by making publicly known your position on any Voting Stock (matter presented to stockholders), other than as otherwise provided or contemplated by this to recommend that stockholders of the Company vote in favor of the Merger and the Merger Agreement); (vd) 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 submit to the voting of such Voting StockCompany any stockholder proposal under Rule 14a-8 under the Exchange Act; (vie) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take make any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility with respect to, or submit a proposal for, or offer of a business combination (with or merger without conditions) any extraordinary transaction involving the Company or any of its Subsidiariessecurities or assets; (viiif) publically disclose form, join or in any intention, plan or arrangement inconsistent with way participate in a "group" (as defined in Section 13(d)(3) under the foregoing; (ixExchange Act) knowingly advise, assist or encourage any other Persons in connection with any of the foregoing; or; (xg) request that the Company (or its respective directors, officers, affiliates, employees or agents)seek in any way, directly or indirectly, amend or waive to have any provision of this Section 4.9(a3.1 amended, modified or waived; or (h) in a manner that requires public disclosure otherwise take, directly or indirectly, any actions with the purpose or effect of such request. Notwithstanding anything avoiding or circumventing any provision of this Section 3.1 or which could reasonably be expected to have the contrary in effect of preventing, impeding, interfering with or adversely affecting the consummation of the transactions contemplated by the Merger Agreement or its ability to perform its obligations under 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The Investor 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 during that, without the Voting Period, no member prior written consent of the Investor Group Company, which consent shall directly or indirectlyhave been specifically expressed in a written resolution adopted by a majority vote of all Board members other than the Bandera Directors, it will not, and will cause each of its Affiliates, Associates (as such terms are defined in Section 12), officers, agents and other Persons acting on its behalf not to: (i) actacquire, alone 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 othersany way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors); seek to control advise, encourage or influence any Person with respect to the managementvoting of any Voting Securities in any manner other than that recommended by a majority of the 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 such Voting Securities based upon the recommendation of the Board would breach a fiduciary duty owed to its investors, (B) communicating with the Company or policies any officer or director of the Company in a non-public manner or (C) 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 any “group” (within the meaning of 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 trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of 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 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; (viii) make any proposal (including the public disclosure or discussion of any proposal) or statement regarding any of the foregoing, or publicly disclose any intention, plan or arrangement (whether written or oral) inconsistent with the 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 (ix) take, or 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 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 this Agreement; (ii) enter into any joint venturearrangements, securities lending understanding or option agreement, put agreements (whether written 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 Company or any Subsidiary of the Company; (iiioral) 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 Stockwith, 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 oradvise, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with the foregoing; (ix) knowingly advisefinance, assist or encourage encourage, any other Persons 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; or (xiii) request that the Company (take, or its respective directorscause or induce others to take, 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 action inconsistent with any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing.

Standstill. (a) The Investor agrees that during On and after the Voting Period, no member date hereof until the fifth anniversary of the Investor Group Closing (the “Standstill Period”), 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 shall ensure that its Controlled Persons and any Person acting on behalf of, or in concert with, it or any of its Controlled 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) acteffect or seek, alone 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 concert applicable Canadian securities laws) to vote, or withhold from voting, or seek to advise or influence any Person with othersrespect 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, (B) 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 with respect to any Voting Securities (other than as a result of 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 any 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; (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 (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 the management, Board management or policies of the 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 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement prohibited by or inconsistent with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection with any of the foregoing; or (xvi) 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(including this sentence); (vii) take any action which would reasonably be expected to result in a manner that requires or require 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 request. 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 in 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 majority of the 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, (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 “LDM Buyout Offer” means any member of the Investor Group from making or disclosing any offer or bona fide written proposal made on a confidential basis to the Board (andsubject to any mandatory disclosure requirements under applicable securities laws) relating to the acquisition (whether by tender offer, 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 daystake-over bid, making a public announcement regarding such offer or proposal) in connection with a potential amalgamation, plan of arrangement, merger, consolidation, business combination or merger transaction with Investor that would result in a Change of Control otherwise) by any or all of the CompanyLDM 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, (iii) if and includes a Change non-waivable requirement that the acquisition results in the acquisition of Control all of the outstanding capital stock of the Company has occurred, then on the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingsame terms.

Standstill. As of the Effective Date, except as previously disclosed to the Company in writing, the Investor and its Subsidiaries do not beneficially own any securities of NII entitled to be voted generally in the election of directors or any direct 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, except as specifically requested in writing by NII, none of the Investor or its Affiliates or any of the advisors to the Investor, (a) The Investor agrees that during the Voting Periodwill publicly propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, no member of the Investor Group shall singly or with any other Person or directly or indirectly: , (i) actany form of business combination, alone acquisition or in concert with othersother similar transaction relating to NII or any of its material Subsidiaries, to seek to control the management, Board or policies of the Company; (ii) enter into any joint ventureform of restructuring, securities lending recapitalization 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 similar transaction with respect to any securities of the Company NII or any Subsidiary of the Company; its material Subsidiaries, or (iii) acquire additional shares 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 Voting Stock without the consent beneficial ownership of the Boardany NII Securities or of any derivative positions or contracts, except for any hedging activity or pursuant to the Warrant Shares; Call Agreement, whether or not cash settled, based on the value of any NII Securities) or any material assets, indebtedness or businesses of NII, (ivii) solicit make, or in any way actively participate in the in, any solicitation of proxies with respect to any Voting StockNII Securities (including by the execution of action by written consent), (iii) participate in a program or seek organized effort to advise or influence any person with respect to the voting or disposition of any Voting Stock NII Securities, or (iv) participate in or actively encourage the formation of any partnership, syndicate or other than as otherwise provided group that owns or contemplated by this Agreement); (v) deposit seeks or offers to acquire beneficial ownership of any Voting Stock in a voting trust orNII Securities or material assets, except as otherwise provided indebtedness or contemplated herein, subject any Voting Stock to any arrangement businesses of NII or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 circumventing any provision of this Section 4.9(a) in a manner that requires public disclosure 6.11; ***. The provisions of such request. Notwithstanding anything to this Section 6.11 shall terminate and be of no further effect on the contrary in this Agreement, earlier of (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 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 Section 4.8 and this Section 4.9 6.11 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 no longer apply with respect to such offer business 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 CompanySubsidiary), (iii) the time, if any, when a Change tender offer or exchange offer is commenced by a third Person for equity securities of Control of the Company has occurredNII, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if on the later of (xA) the Company has entered into any agreement to effect a Change of Control date on which the Investor and its Subsidiaries no longer own over 5% of the Company or issued and outstanding NII Shares and (yB) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention the date that is six months after the rights granted 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 pursuant to Article 7, including the Special Approval Rights, have terminated. The foregoing shall be released from in no way impact Investor’s rights to acquire, register or dispose of NII Securities as contemplated by the provisions of Section 4.7, Section 4.8 and this Section 4.9 for Transaction Documents or Investor’s other rights under 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 filingTransaction Documents.

Standstill. (a) The Investor agrees that during Without the Voting Periodprior written consent of CTIG (or its successor), no member neither ▇▇▇▇▇ nor ▇▇▇▇▇' agents, affiliates, or other representatives on ▇▇▇▇▇' behalf will for a period of two (2) years from the Investor Group shall date hereof (i) acquire, offer to acquire, or agree to acquire, directly or indirectly: , by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities of CTIG (ior its successor) or (ii) otherwise act, alone or in concert with others, directly or indirectly, to seek to control of the management, Board board of directors or policies of CTIG (or its successor); and ▇▇▇▇▇ shall not, directly or indirectly, encourage or finance any Person in the Company;conduct of activities that ▇▇▇▇▇ would be prohibited from undertaking himself by this Agreement or the agreements contemplated hereby. (b) Without the prior written consent of CTIG (or its successor), neither ▇▇▇▇▇ nor ▇▇▇▇▇' agents, or other representatives will for a period of two (2) years following the Closing Date (i) attend any meeting of the shareholders of CTIG or encourage or finance (directly or indirectly) any of ▇▇▇▇▇' family members to attend any meeting of shareholders of CTIG, (ii) enter into make, or in any joint ventureway participate, securities lending directly or option agreementindirectly, put or call, guarantee in any "solicitation" of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect "proxy" to any securities vote (as such terms are used in the proxy rules of the Company or any Subsidiary of the Company; (iiiSecurities and Exchange Commission) 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 or entity 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 securities of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 CTIG (or its respective directors, officers, affiliates, employees successor) 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 act as a Change proxy, agent or otherwise as a representative for or on behalf of Control any stockholder of CTIG (or its successor). (c) Any breach 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 covenants set forth in Sections 11.3(a) or effect and the Company and the Investor 11.3(b) shall be released from compliance therewithdeemed breaches by ▇▇▇▇▇, (iv) if (x) the Company has entered into any agreement to effect a Change of Control regardless 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 Person actually acting 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 violation 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 filingSections.

Standstill. (a) The Investor agrees that during Until the Voting Period, no member earlier of the Investor Group shall directly Closing or indirectly: November 12, 2010 (the “No Shop Period”), neither DLT nor the DLT Holders will (i) actsolicit or encourage any offer or enter into any agreement or other understanding, alone whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of DLT to or with any other entity or person, except as contemplated by the Transaction, other than sales of goods and services by DLT in concert with others, to seek to control the management, Board or policies ordinary course of the Company; its business; (ii) entertain or 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 EEP, and its authorized agents and representatives) any nonpublic information concerning DLT or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of DLT. If either DLT or any of the DLT Holders shall receive any unsolicited communication or offer, DLT or the DLT Holders, as applicable, shall immediately notify EEP of the receipt of such communication or offer. (b) During the No-Shop Period, EEP will not (i) solicit or encourage any offer or enter into any joint ventureagreement or other understanding, securities lending whether written or option agreementoral, put for the sale, transfer or call, guarantee other disposition of loans, guarantee any capital stock or assets of profits EEP to or division of losses or profits, contract, arrangement or understanding with any Person with respect to other entity or person, except as contemplated herein, other than sales of goods and services by EEP in the ordinary course of its business; (ii) entertain or pursue any securities of the Company unsolicited communication, offer or proposal for any Subsidiary of the Company; such sale, transfer or other disposition; or (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 furnish to any Voting Stock, person or seek to advise or influence any person with respect to the voting of any Voting Stock entity (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust orDLT, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliatesauthorized agents and representatives) any nonpublic information concerning EEP or its business, financial affairs or prospects for the purpose or with the intent of acquiring, holding, voting permitting such person or disposing entity to evaluate a possible acquisition of Voting Stock any capital stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility assets of a business combination or merger involving the Company EEP. If either EEP or any of its Subsidiaries; (viii) publically disclose EEP’s stockholders shall receive any intentionunsolicited communication or offer, plan EEP or arrangement inconsistent with the foregoing; (ix) knowingly advisesuch EEP stockholder, assist or encourage any other Persons in connection with any as applicable, shall immediately notify DLT 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 receipt 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 communication or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. Each of the K Capital Parties jointly and severally agrees that, 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 from the date hereof through the tenth anniversary of the date of this Agreement: (a) The Investor agrees that during 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 Voting PeriodSecurities Exchange Act of 1934, no member as amended (the "Exchange Act")) of any of the Investor Group shall assets or businesses of the Company or any securities of the Company (including, without limitation, any debt, equity or convertible securities) or any rights or options to acquire any such ownership from any Person; (b) make, or in any way participate in, directly or indirectly:, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or written consents of shareholders with respect to, securities of the Company, or seek to advise, encourage or influence in any manner whatsoever any Person with respect to the voting of any securities of the Company; (ic) form, join, or in any way participate in a "group" (within the meaning of Section 13d(3) of the Exchange Act) with respect to any voting securities of 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, or policies of the Company; (iif) enter into solicit, negotiate with, or provide any joint ventureinformation to, 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 a merger, consolidation, business combination, tender or exchange offer, recapitalization, or liquidation of the Company or any Subsidiary other acquisition of the Company, any acquisition of securities or any of the assets of the Company or any other similar transaction; (g) 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; (iiih) acquire additional shares of Voting Stock without the execute any written 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 as shareholder with respect to the voting of any Voting Stock (other than as otherwise provided Company or contemplated by this Agreement)its securities; (vi) deposit announce an intention to, or enter into any Voting Stock in a voting trust ordiscussion, except as otherwise provided negotiations, arrangements or contemplated herein, subject any Voting Stock to any arrangement or agreement understandings with any third party with respect to to, any of the voting of such Voting Stockforegoing matters; (vij) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; (ixk) knowingly advise, assist assist, encourage or encourage participate with any other Persons Person in connection with any action inconsistent with any of the foregoingforegoing provisions; or (xl) publicly disclose any request that the Company (to amend, waive or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive terminate 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The 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 (vii) below), at any time the Investor agrees that during the Voting Period, no member and its Affiliates and Related Persons collectively beneficially own nine and nine-tenths percent (9.9%) or more of the issued and outstanding Shares (the “Standstill Effectiveness Period”), the Investor Group 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) actsubject to Section 3(b), alone 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 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 concert with others, any other agreement or instrument) the ability of the Investor or any of its Affiliates or Related Persons to seek to control the management, Board or policies dispose of any securities of the Company;. (ii) enter into effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any joint ventureintention to effect or otherwise participate in, securities lending any tender offer, take-over bid, amalgamation, plan of arrangement, merger, exchange offer, consolidation, business combination, recapitalization, restructuring or option agreementother similar transaction involving the Company or any of its Subsidiaries (or any of their respective assets) or take any action which would, put or callwould reasonably be expected to, guarantee result in or require public disclosure regarding any of loansthe types of matters set forth in this clause (ii); provided, guarantee that this clause (ii) shall not limit or otherwise restrict the ability of profits the Investor or division any of losses its Affiliates or profits, contract, arrangement Related Persons to (A) tender or understanding with any Person with respect to any sell securities of the Company in any such transaction or (B) vote Common Shares or Preferred Shares beneficially owned by the Investor or any Subsidiary of the Companyits Affiliates or Related Persons in connection with any such transaction; (iii) acquire additional shares (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 Voting Stock without “proxies” (as such terms are used in the consent proxy rules of the Board, except for the Warrant Shares; (ivSEC) solicit or participate in the solicitation of proxies with respect to any Voting Stockvote for, or seek to advise or influence any person Person in connection with respect to the voting of, the election of directors not nominated by the Board, (B) solicit, encourage or facilitate, directly or indirectly, any third party to engage in any such solicitation for the election of 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 Voting Stock such third-party solicitation for the election of directors not nominated by the Board or (other than as 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 provided seek or contemplated by this Agreement)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) deposit publicly seek or propose to influence or control the management or policies of the Company (or take any Voting Stock action which would, or would reasonably be expected to, result in a voting trust or, except as otherwise provided or contemplated herein, subject require public disclosure regarding any Voting Stock to any arrangement or agreement with any third party with respect to of the voting types of such Voting Stockmatters set forth in this clause (v)); (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting have or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement prohibited by, or inconsistent with the foregoing or advise, assist or encourage or enter into discussions, negotiations, agreements or arrangements with any other Persons in connection with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection with any of the foregoing; or (xvii) 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(a3(a) (including this sentence), in a manner that requires would, or would reasonably be expected to, result in or require public disclosure of such request. Notwithstanding anything ; or (viii) agree or commit to any of the contrary foregoing; provided, that nothing in this Agreement, clause (i) or clause (ii) shall prohibit the prohibitions Investor or any of its Affiliates or Related Persons from acquiring or offering to 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 passive institutional investor or other passive investment vehicle or entity, with the investment in this Article IV shall not affect the underlying Common Shares being part of a portfolio managed on behalf of all investors in such investment. (b) Notwithstanding the prohibition set forth in Section 3(a)(i), in the event that the Investor’s ability to hold the Shares, the Warrants and the Warrant Shares, (ii) the provisions of Section 4.8 its Affiliates’ and this Section 4.9 shall not prohibit any member Related Persons’ collective beneficial ownership of the Investor Group from making or disclosing any offer or proposal on a confidential basis to Fully Diluted Equity Outstanding decreases below the Board (and, if Maximum Percentage Ownership after 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 date of Control this Agreement by reason of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) a sale of Shares by the Company has entered into Investor or any agreement of its Affiliates or Related Persons to effect a Change of Control of the Company third party or (y) a third party has made a public offer an issuance 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 sale of Control of the Company, then, in each case in this clause (iv), 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 released from permitted to acquire Common Shares in one or more transactions in an amount such that their collective beneficial ownership would not exceed 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 filingMaximum Percentage Ownership.

Standstill. Each of the Seller, BCC and ▇▇. ▇▇▇▇▇▇▇ agrees that, during the period beginning on the date hereof and ending on the fourth (4th) anniversary of the date hereof (the “Restricted Period”), it or he will not, and it or he will cause each of such person’s Affiliates (as defined in Rule 12b-2 (“Rule 12b-2”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act), including, without limitation, agents or other persons acting on its or his behalf not to, and will use commercially reasonable efforts to cause its or his respective Associates (as defined in Rule 12b-2) not to: (a) The Investor agrees that during the Voting Periodacquire, no member of the Investor Group shall offer or propose to acquire or agree to acquire, directly or indirectly: , by purchase or otherwise, beneficial ownership of any (i) act, alone or interests in concert with others, to seek to control the management, Board or policies any of the CompanyPurchaser’s indebtedness or (ii) capital stock of the Purchaser; (iib) enter into induce or encourage any joint venture, securities lending person to submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or option agreement, put otherwise) or call, guarantee any notice of loans, guarantee of profits nomination or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities other business for consideration at a meeting of the Company or any Subsidiary shareholders of the CompanyPurchaser; (iiic) acquire additional shares of Voting Stock without the consent of the Boardadvise, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise encourage or influence any person with respect to voting any shares of capital stock of the voting of Purchaser with respect to any Voting Stock (other than as otherwise provided or contemplated by this Agreement)matter; (vd) deposit seek to control or influence the governance or policies of the Purchaser; (e) effect or seek to effect (including, without limitation, by entering into any Voting Stock in a voting trust ordiscussions, except as otherwise provided negotiations, agreements or contemplated herein, subject any Voting Stock to any arrangement or agreement understandings with any third party 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 participate in (i) any acquisition of any material assets or businesses of the Purchaser or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Purchaser or any of its subsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the voting Purchaser or any of such Voting Stockits subsidiaries; (vif) join a 13D Group (make any request, submit any proposal or disclose any intent to seek or obtain any waiver, consent under, or any amendment of, any provision of this Agreement other than a group comprising solely 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 the Investor and its Affiliatesany 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 acquiringengaging, holdingor offering or proposing to engage, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 (xh) request that the Company (take or its respective directors, officers, affiliates, employees cause or agents), directly or indirectly, amend or waive induce others to take 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 action inconsistent with any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing.

Standstill. (a) The Investor agrees that No Stockholder shall, during the Voting period commencing on the Closing Date and continuing for 12 months after the Closing Date (such period, the “Standstill Period”), no member unless such action shall have been specifically invited in writing by the Parent Board (it being understood that execution of the Investor Group shall this Agreement by Parent does not constitute such an invitation), and each Stockholder will direct its Representatives not to, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise and 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) actany acquisition of, alone or in concert obtaining any economic interest in, any right to direct the voting or disposition of, or any other Right with othersrespect to, to seek to control the management, Board or policies of the Companyany Parent Common Stock; (ii) enter into any tender or exchange offer, consolidation, acquisition, merger, joint venture, securities lending business combination or option agreement, put extraordinary transaction involving Parent or call, guarantee any of loans, guarantee of profits its Subsidiaries or division of losses all or profits, contract, arrangement or understanding with any Person with respect to any securities a material portion of the Company assets of Parent or any Subsidiary of the Companyits 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) acquire additional shares any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of Voting Stock without the consent of the Board, except for the Warrant Shares;its Subsidiaries; or (iv) solicit any “solicitation” of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) or participate in the solicitation consents to vote any voting securities of proxies with respect to Parent or any Voting Stockof its Subsidiaries from any holder of any voting securities of Parent or any of its Subsidiaries, or seek to advise otherwise advise, assist or influence encourage any person 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 securities of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company Parent or any of its Subsidiaries; (viiib) publically disclose form, join, become a member of, or in any intentionway participate in or engage in negotiations, plan arrangements, understandings or arrangement inconsistent discussions regarding, a “group” (within the meaning of Rule 13d-5(b)(l) promulgated under the Exchange Act) with the foregoingrespect to any voting or other securities of Parent or any of its Subsidiaries 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; (ixc) 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 seek, or propose to seek, representation on, or to control or influence, or to propose to control or influence, the Parent Board or the management, shareholders or policies of Parent 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) request that Parent or any of its Representatives amend or waive any provisions of this Section 3.3, or make any public announcement with respect to the restrictions of this 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, or make or permit its Representatives to take any action, that might force Parent or any of its Subsidiaries to make a public announcement or other public disclosure regarding any of the 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 in connection persons with respect to any of the foregoing; or (x) request that conduct prohibited by this Section 3.3. Notwithstanding the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision preceding provisions of this Section 4.9(a3.3, a Stockholder and its Representatives may request any amendment, waiver or consent described in clause (e) in a manner that requires 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 of such request. Notwithstanding anything by any party pursuant 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 applicable laws or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or stock 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 filingregulations.

Standstill. Each Seller agrees that such Seller shall not (a) The Investor agrees that during the Voting Period, no member of the Investor Group shall directly or indirectly: (i) act, acting alone or in concert with others, to seek to affect or influence the control of the managementmanagement or board of directors of Parent or the business, Board operations or policies of Parent; (b) deposit any shares of Parent Class A Common Stock or securities exercisable or exchangeable or convertible into shares of Parent Class A Common Stock, or other securities having the Company; right to vote generally with shares of Parent Class A Common Stock (iicollectively "Parent Voting Securities") enter into in a voting trust or subject any joint venture, securities lending or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits, contractParent Voting Securities to any proxy, arrangement or understanding with any Person agreement with respect to the voting of such Parent Voting Securities or other agreement having similar effect; (c) initiate or propose any securities of the Company stockholder proposal 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 Stockmake, or in any 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 advise or influence any person with respect to the voting of of, any Parent Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock Securities in a voting trust ormanner inconsistent with the position of the board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, except as otherwise provided or contemplated herein, subject any Voting Stock in effect on the date hereof) in opposition to any arrangement or agreement with any third party the recommendation of the majority of the directors of Parent with respect to the voting of such Voting Stock; any matter; (vid) join a 13D Group (partnership, limited partnership, syndicate or other than a group comprising solely of the Investor and its Affiliates) group, or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Parent Voting Stock Securities, or, otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act relating to any of the matters set forth in clauses (a), (b) or Non-Voting Convertible Securities; (viic); or (e) take any other action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 this Section 9.10. The provisions 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 9.10 shall not affect apply to any Seller following such time after the Investor’s ability Exchange as such Seller cease 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 beneficially own at least 25% of the Investor Group from making or disclosing any offer or proposal on a confidential basis to Exchange Shares acquired by such Seller in the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingExchange.

Standstill. (a) The Investor agrees that during From the Voting PeriodClosing Date until the Standstill Termination Date, no member 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 Investor Group shall directly or indirectlyfollowing: (i) actengage in any “solicitation” of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, alone or in concert with otherswithout limitation, any solicitation of consents that seeks to seek call a special meeting of stockholders of Parent) to control the management, Board or policies vote any voting securities of the CompanyParent, in each case inconsistent with the recommendations of the Parent Board; (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 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 grant a proxy with respect to the voting of any Voting Stock (securities of Parent to any Person other than as the Parent Board and executive officers of Parent; (iii) seek representation on the Parent Board, submit nominations for the election or removal of any directors of Parent, or seek to remove any directors of Parent (in each case, other than with respect to, or in their capacity as, the Series A Directors in accordance with the Parent Charter); (iv) initiate, propose, submit, encourage or otherwise provided solicit stockholders of Parent for the approval of one or contemplated by this Agreement)more stockholder proposals in a manner inconsistent with the recommendations of the Parent Board; (v) deposit any Voting Stock form, join or participate in a voting trust or“group” (within the meaning of Section 13(d)(3) of the Exchange Act), except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the any voting securities of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) Parent, for the purpose of acquiring, holding, voting or disposing of Voting Stock any voting securities of Parent (in each case other than solely among the Investors and their Affiliates); (vi) advise, assist, knowingly encourage or Non-Voting Convertible Securities;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) take make any action 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 Company Parent Charter or any other Transaction Document or (4) in response to make 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 public announcement regarding member of the possibility 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 business combination member of the Parent Board; or merger involving (iii) the Company or Investors’ ability to dispose of 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 securities of the foregoing; or (x) request that the Company (Parent, either publicly 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingprivately.

Standstill. (a) The Investor Subject to Section 2.2 through Section 2.4, Priceline covenants and agrees that during with the Voting PeriodCompany that, no member of the Investor Group Priceline shall not, and shall cause its Subsidiaries not to, directly or indirectly: (i) act, alone or in concert with others, to seek to control without the management, Board or policies prior written consent of the Company;, take any of the actions set forth below (clauses (a) through (g) below, collectively, the “Priceline Standstill”): (iia) enter into effect, offer or propose (whether publicly or otherwise) to effect, or announce any joint ventureintention to effect or cause or participate in or knowingly assist, securities lending or option agreementvote in favor of or authorize, put encourage or callsolicit any other Person to effect, guarantee offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of loans, guarantee of profits any Equity Securities (or division of losses beneficial ownership thereof) or profits, contract, arrangement or understanding with any Person with respect to any securities material assets of the Company or any Subsidiary of its Subsidiaries, 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 CompanyCompany 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; (iiib) acquire additional shares make, or in any way participate in, directly or indirectly, any “solicitation” of Voting Stock without “proxies” (as such terms are defined in the consent rules of the Board, except for the Warrant Shares; (ivSEC) solicit or participate in the solicitation of proxies with respect to any Voting Stockvote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of the Company or any Voting Stock (other than as otherwise provided or contemplated by this Agreement)of its Subsidiaries; (vc) deposit form, join or in any Voting Stock way participate in a voting trust or“group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any action contemplated by any of the foregoing; (d) subject to the rights of Priceline and any of its Subsidiaries pursuant to this Agreement, except as the Transaction Agreements and the Marketing Agreement, otherwise provided act to seek to control, influence or contemplated hereinchange the management, subject Board, governing instruments, shareholders, policies or affairs of the Company or any Voting Stock to of its Subsidiaries; (e) enter into any arrangement negotiations or agreement arrangements with any third party party, or finance any third party, with respect to any of the voting of such Voting Stock;foregoing; or (vif) join a 13D Group make any public disclosure inconsistent with clauses (other than a group comprising solely of the Investor and its Affiliatesa) for the purpose of acquiringthrough (e), holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 proposalthe matters set forth in clauses (a) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, through (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 (ive), 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. (a) The Investor agrees that Except as otherwise contemplated by this agreement, ---------- or unless the New Shareholder is invited to do otherwise by the Company's board of directors, during the Voting Standstill Period, no member the New Shareholder shall not, and shall not permit any of its affiliates (within the Investor Group shall meaning of Rule 12b-2 under the Exchange Act) (including, without limitation, ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇'▇ Controlled Subsidiaries), or anyone acting on behalf of, or in concert with, the New Shareholder or any of its affiliates, to, directly or 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 group (iwithin the meaning of section 13(d)(3) of the Exchange Act) or otherwise, any (a) assets, businesses or properties of the Company or any of its subsidiaries, other than in the ordinary course of business, or (b) 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 the management, Board board of directors, policies or policies affairs of the Company; (ii) enter into any joint ventureCompany or solicit, securities lending propose, seek to effect or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding negotiate with any Person other person or entity (including, without limitation, the Company) with respect to any securities form of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving other extraordinary transaction with the Company or any of its Subsidiaries; (viii) publically 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; (ix) knowingly adviseCompany, assist any of its subsidiaries or encourage any other Persons in connection with securities or assets of the Company or any of its subsidiaries, that would violate the provisions of this section 5, or assist, participate in, facilitate or solicit any effort or attempt by any person or entity to do or seek to do any of the foregoing; or (x) 5.8 request that the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, ) to amend or waive any provision of this Section 4.9(asection 5 (including, without limitation, this section 5.8) in a manner that requires public disclosure or otherwise seek any modification to or waiver of such requestany of the agreements or obligations of the New Shareholder or its affiliates (including, without limitation, ▇▇▇▇▇ ▇▇ and Bayer's Controlled Subsidiaries) under this section 5. 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 foregoing sections 5.1 through 5.8 and during the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 Period:

Standstill. The Stockholder shall not, during the period commencing on the date of this Agreement and continuing for 12 months after the earlier of (a) The Investor agrees 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 shall have been specifically invited in writing by the Parent Board (it being understood that during execution of this Agreement by Parent does not constitute such an invitation), and the Voting PeriodStockholder will direct its Representatives not to, no member of the Investor Group shall directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise and 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) actany acquisition of, alone or in concert obtaining any economic interest in, any right to direct the voting or disposition of, or any other Right with othersrespect to, to seek to control the management, Board or policies of the Companyany Parent Common Stock; (ii) enter into any tender or exchange offer, consolidation, acquisition, merger, joint venture, securities lending business combination or option agreement, put extraordinary transaction involving Parent or call, guarantee any of loans, guarantee of profits its Subsidiaries or division of losses all or profits, contract, arrangement or understanding with any Person with respect to any securities a material portion of the Company assets of Parent or any Subsidiary of its Subsidiaries (except that the CompanyStockholder or its Representatives may affect or pursue an acquisition of any assets offered for sale by Parent or any of its Subsidiaries); (iii) acquire additional shares any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of Voting Stock without the consent of the Board, except for the Warrant Shares;its Subsidiaries; or (iv) solicit any “solicitation” of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) or participate in the solicitation consents to vote any voting securities of proxies with respect to Parent or any Voting Stockof its Subsidiaries from any holder of any voting securities of Parent or any of its Subsidiaries, or seek to advise otherwise advise, assist or influence encourage any person 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 securities of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company Parent or any of its Subsidiaries; (viiib) publically disclose form, join, become a member of, or in any intentionway participate in or engage in negotiations, plan arrangements, understandings or arrangement inconsistent discussions regarding, a “group” (within the meaning of Rule 13d-5(b)(l) promulgated under the Exchange Act) with the foregoingrespect to any voting or other securities of Parent or any of its Subsidiaries 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; (ixc) 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 seek, or propose to seek, representation on, or to control or influence, or to propose to control or influence, the Parent Board or the management, shareholders or policies of Parent 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) request that Parent or any of its Representatives amend or waive any provisions of this Section 3.3, or make any public announcement with respect to the restrictions of this 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, or make or permit its Representatives to take any action, that might force Parent or any of its Subsidiaries to make a public announcement or other public disclosure regarding any of the 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 in connection persons with respect to 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 conduct prohibited by this Section 4.9(a) in a manner that requires public disclosure of such request3.3. Notwithstanding anything to the contrary in this Agreementforegoing, the parties agree and acknowledge that (i) the prohibitions Stockholder may vote its shares of Parent Common Stock at any meeting of holders of Parent Common Stock in this Article IV shall not affect the Investor’s ability to hold the Sharesits sole discretion, the Warrants and the Warrant Shares, (ii) the provisions of Section 4.8 and nothing in this Section 4.9 3.3 shall not prohibit apply to potential or actual purchases or sales of oil and/or gas assets between the Stockholder (or, for the avoidance of doubt, any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 (ivits Affiliates), on 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 proposalone hand, and (v) Parent or any of its Subsidiaries, on 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 filingother hand.

Standstill. From the date 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 (a) The Investor agrees that during such period, the Voting “Restricted Period”), no 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 “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, 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 (other than such encouragement, advice or influence that 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 any partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, with any entity or person unaffiliated with the 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 a division, sale of substantially all assets, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any of its subsidiaries (each, an “Extraordinary Transaction”) (it being understood that the foregoing shall not restrict the Investor Group or any of its Affiliates or Associates from tendering (or failing to tender) shares, receiving payment or other consideration for shares, voting its shares “for” or “against” any Extraordinary Transaction, or otherwise participating in any such transaction on the same basis as other stockholders of the Company, or from participating in any such transaction that has been approved by the Board); (i) actseek, alone or in concert with others, to seek to control election or appointment to, or representation on, the management, Board or policies of nominate or propose the Company; nomination of, or recommend the nomination of, any candidate to the Board (except as otherwise permitted in this Agreement), (ii) enter into any joint ventureseek, securities lending alone or option agreementin concert with others, put or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with knowingly encourage any Person with respect to seek, the removal of any securities of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent member of the Board, except for (iii) request that, or knowingly encourage any Person to request that, the Warrant Shares; Company call any meeting of the Company’s stockholders, (iv) solicit present any matter at any meeting of the Company’s stockholders, or participate (v) conduct, or knowingly encourage any Person to conduct, a referendum of the Company’s stockholders; provided, however, that nothing in this Agreement shall prevent any member of the solicitation Investor Group or any of proxies 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 create a public disclosure obligation for the 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 books and records of 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 Voting Stockchange in the number or term of directors or the filling of any vacancies on the Board, (ii) any material change in the capitalization of the Company, (iii) any other material change in the Company’s management, business or corporate structure, or seek to advise (iv) any waiver, amendment or influence any person with respect modification to the voting 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 Voting Stock (other than as otherwise provided or contemplated by this Agreement)Person; (v) deposit i. enter into any Voting Stock in a voting trust ornegotiations, except as otherwise provided agreements or contemplated herein, subject any Voting Stock to any arrangement or agreement understandings with any third party with respect Third Party to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected that the Investor Group or any member thereof is prohibited from taking pursuant to require the Company to make a public announcement regarding the possibility of a business combination this Section 10; j. institute, solicit, knowingly assist or merger join any litigation, arbitration or other proceeding against or involving the Company or any of its Subsidiaries; current, former or future directors or officers (viiiincluding derivative actions) publically disclose in order to effect or take any intentionof the actions expressly prohibited by this Section 10; provided, plan 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 arrangement inconsistent 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 not prevent the Restricted Persons from responding to or complying with a validly issued legal process (and the foregoing; Company agrees that this Section 10(j) shall apply mutatis mutandis to the Company and its directors, officers and employees (ixin each case, acting in such capacity) knowingly advise, assist or encourage any other Persons and Affiliates with respect to the Investor Group in connection with any the Company’s obligations set forth in the penultimate paragraph of the foregoingthis Section 10); or (x) k. make any public request that the Company (or its respective directors, officers, affiliates, employees or agents)submit any public proposal, directly or indirectly, to amend or waive any provision the terms of this Section 4.9(a) in a manner that requires public disclosure of such request. Notwithstanding anything to the contrary in this Agreement, in each case which would reasonably be expected to result in a public announcement of such request or proposal; provided, that the restrictions in this Section 10 shall terminate automatically upon the earliest of (i) any breach of a material right of the prohibitions 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 days’ 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, provided that the Investor Group is not in material breach of this Article IV shall not affect Agreement at the Investor’s ability time such notice is given or prior to hold the Shares, end of the Warrants and the Warrant Sharesnotice period, (ii) the provisions Expiration Date, (iii) the announcement by the Company of Section 4.8 and this Section 4.9 shall not prohibit 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 from making or disclosing its Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would directly or indirectly result in the acquisition of beneficial ownership by any offer person or proposal on group of more than 50% of the Voting Securities, where the Company files a confidential basis 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 (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) stockholder proposals in connection with a potential business combination or merger transaction with Investor that would result in a Change any future annual meeting of Control 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) if a Change of Control communicating with stockholders of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and others in a manner that does not otherwise violate this Section 4.9 shall immediately terminate without further force 10 or effect and the Company and the Investor shall be released from compliance therewith, Section 11 or (iv) if 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 (xa) the Company has entered into any agreement from responding to effect a Change such Investor Group statements described in clause (ii) of Control 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 (y) so long as such request did not arise as a third party has made 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 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 director 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. (a) The Investor During the Standstill Period, each Stockholder agrees that during it and its Affiliates will not, without the Voting Period, no member prior written consent of the Investor Group shall Special Committee, directly or indirectly: (ia) actacquire, alone offer, seek or in concert with otherspropose to acquire, or agree to seek acquire, directly or indirectly, by purchase or otherwise (but excluding any Excluded Acquisition), Beneficial Ownership of any Voting Stock if after giving effect to control the management, Board or policies such acquisition such Stockholder would Beneficially Own more than 35% of the Companythen outstanding shares of Voting Stock; (iib) enter into make, or in any joint ventureway participate, securities lending directly or option agreementindirectly, put or call, guarantee in any “solicitation” of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect “proxies” to any securities vote (as such terms are used in the rules of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting StockSEC), or seek to advise or influence any person 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 (other than as otherwise provided or contemplated by this Agreement)that such Stockholders Beneficially Own, rounded down to the nearest whole number; (vc) deposit any Voting Stock separately or in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement conjunction with any third party other Person submit to stockholders of Buyer a proposal for or offer of (with respect or without conditions), any Extraordinary Transaction in which it is or proposes to the voting of such Voting Stockbe either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation; (vid) form, join or in any way participate in a 13D Group (other than a group comprising solely any Permissible Group Activities); (e) present at any annual meeting or any special meeting of the Investor Buyer’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 its Affiliates(ii) for the purpose number of acquiring, holding, voting or disposing 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 Non-Voting Convertible Securitiesseek the removal of a majority of the members of the Board; (viif) take except as may be permitted by this section, grant any action which would reasonably 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 expected 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 require any journalist, member of the Company to make a public announcement regarding media or securities analyst) in support of or against any solicitation described in clause (b) above, except as provided in (b) and (e) above; (h) request the possibility of a business combination or merger involving the Company Buyer 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)representatives, directly or indirectly, to amend or waive any provision of this Section 4.9(a) 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 requires would not be reasonably likely to require public disclosure of by the Buyer or such request. Notwithstanding anything to the contrary in this Agreement, Stockholder; (i) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Sharesexcept as may be required by law, the Warrants and the Warrant Sharesdisclose, (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 matters considered at any meeting of Control stockholders of the CompanyBuyer, (iii) if a Change of Control such Stockholder voted its shares contrary to the recommendation of the Company has occurred, then the provisions Board of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control Directors of the Company Buyer on any matter; or (j) direct, instruct assist or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention encourage any other Person to make take 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 filingaction.

Standstill. The Stockholders hereby agree that, from and after the date hereof, the Stockholders and their Affiliates shall not, directly or indirectly, unless specifically requested by Parent or expressly contemplated by the Merger Agreement: (a) The Investor agrees that during the Voting Periodunless otherwise agreed to by Parent's Board of Directors, no member of the Investor Group shall acquire, offer to acquire, or agree to acquire, directly or indirectly: , by purchase or otherwise (i) actincluding through a merger proposal, alone tender offer or in concert with othersexchange offer), any shares of Parent Stock, any securities or direct or indirect rights to seek acquire Parent Stock or any other securities of Parent, or any assets of Parent or any subsidiary or division thereof, other than any acquisition of options to control the management, Board or policies acquire Parent Stock by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as compensation for his services as a director of the CompanyParent; (iib) enter into make, or in any joint ventureway participate in, securities lending directly or option agreementindirectly, put or call, guarantee any "solicitation" of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities "proxies" (as such terms are used in the rules of the Company or any Subsidiary of the Company; SEC) to vote (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 Stockincluding 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 Voting Stock (matter presented to stockholders), other than as otherwise provided or contemplated by this to recommend that stockholders of the Company vote in favor of the Merger and the Merger Agreement); (vc) deposit submit to Parent 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 stockholder proposal under Rule 14a-8 under the voting of such Voting StockExchange Act; (vid) join make any public announcement with respect to, or submit a 13D Group proposal for, or offer of (other than with or without conditions) any extraordinary transaction (including a group comprising solely merger or form of the Investor and reorganization) involving Parent or its Affiliates) for the purpose of acquiring, holding, voting securities or disposing of Voting Stock or Non-Voting Convertible Securitiesassets; (viie) take form, join or in any action which would reasonably be expected to require way participate in a "group" (as defined in Section 13(d)(3) under the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viiiExchange Act) 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; (xf) request that the Company (or its respective directors, officers, affiliates, employees or agents)seek in any way, directly or indirectly, amend or waive to have any provision of this Section 4.9(a2.1 amended, modified or waived; or (g) in a manner that requires public disclosure otherwise take, directly or indirectly, any actions with the purpose or effect of such request. Notwithstanding anything avoiding or circumventing any provision of this Section 2.1 or which could reasonably be expected to have the contrary in effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. Recipient hereby agrees that, for a period of two years from the date hereof, Recipient and its Affiliates will not (a) The Investor agrees that during the Voting Periodand neither Recipient nor its Affiliates will assist, no member of the Investor Group shall or provide or arrange financing to or for, others in order to), directly or indirectly: (i) act, acting alone or in concert with others, unless specifically invited on an unsolicited basis in advance by Protection One: (i) acquire or agree, offer, seek or propose to seek acquire (or request permission to control do so) ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the management, Board or policies Exchange Act) of any of the Company; assets (other than in the ordinary course of business) or businesses of Protection One, any securities issued 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 or otherwise) in Protection One; (ii) enter into any joint venture, securities lending seek or option agreement, put propose to influence or call, guarantee control the management or the policies of loans, guarantee Protection One or to obtain representation on the board of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities of the Company directors (or any Subsidiary committee thereof) of the Company; (iii) acquire additional shares of Voting Stock without the consent of the BoardProtection One, except for the Warrant Shares; (iv) or solicit or participate in the solicitation of any proxies or consents with respect to any Voting Stocksecurities of Protection One; (iii) seek or propose to have called, or seek cause to advise be called, any meeting of stockholders of Protection One; (iv) enter into any discussions, negotiations, arrangements 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 understandings with any third party with respect to any of the voting foregoing; (v) advise, assist, encourage, act as a financing source for or otherwise invest in any other person in connection with any of such Voting Stock; the foregoing activities; (vi) join a 13D Group (propose or seek to propose any business combination, recapitalization, restructuring, liquidation, dissolution or other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected extraordinary transaction with respect to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company Protection One or any of its Subsidiaries; subsidiaries; (viiivii) 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 or (xviii) request that the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, seek to have Protection One amend or waive any provision of this Section 4.9(a) 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 Section 6, neither it nor any of its Affiliates will, without the written consent of Protection One, take any initiative or other action with respect to Protection One or any of the subsidiaries of Protection One that is reasonably likely to require Protection One to make a manner that requires public disclosure of such request. Notwithstanding anything to the contrary in this Agreement, announcement regarding (i) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Shares, the Warrants and the Warrant Sharessuch initiative or other action, (ii) any of the provisions activities, events or circumstances referred to in the preceding sentences 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 Company6, (iii) if the possibility of a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 Transaction or any similar transaction between Protection One and this Section 4.9 shall immediately terminate without further force any particular party or effect and the Company and the Investor shall be released from compliance therewith, (iv) if the possibility of Recipient or any other person acquiring control of Protection One, whether by means of a business combination or otherwise. Recipient represents to Protection One that neither it nor any of its Affiliates (xother than individuals in their individual accounts and in de minimis amounts) owns (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Company has entered into Exchange Act) any agreement to effect a Change securities of Control Protection One as 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 filingdate hereof.

Standstill. (a) The Investor Each Selling Party agrees that during for a period of two years from the Voting date hereof (the “Standstill Period”), no member neither it nor any of its affiliates, alone or with others comprising a “group” (as defined under the Exchange Act), will 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 Investor Group 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 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 directly have been expressly first approved (or indirectly: in the case of a proposal, expressly first invited) by the Parent Board, (i2) 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 Subsidiaries or otherwise act, alone or in concert with others, to solicit proxies from shareholders of Parent or otherwise seek to influence or control the management, Board management or policies of Parent or any of its affiliates (except, in the Company; (ii) enter into any joint venturecase of ▇▇▇▇ ▇▇▇▇▇▇▇▇, securities lending or option agreementin his role as director, 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 Chairman of the Company or any Subsidiary Parent Board and employee of the Company; (iii) acquire additional shares of Voting Stock without the consent of the BoardBroadpoint Capital, except for the Warrant Shares; (iv) solicit or participate Inc., and in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting case of any Voting Stock (other than Selling Party, in such Selling Party’s role 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 an employee of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company Parent or any 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 “solicitation” necessitating a public filing under the applicable rules of the Exchange Act), or (viii3) publically disclose any intentionassist, plan or arrangement inconsistent with the foregoing; (ix) knowingly advise, assist advise or encourage (including by knowingly providing or arranging financing for that purpose) any other Persons person in connection with doing any of the foregoing; or . 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 (x) request that other than the Company (Parent Common Stock to be issued as Merger Consideration or its respective directorsInterests Purchase Consideration, officers, affiliates, employees or agentsas the case may be), 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 the foregoing, such Selling Party and its affiliates will not be subject to any of the contrary restrictions set forth in this Agreementparagraph, and this paragraph shall terminate and be of no further force or effect, if Parent shall have entered into a definitive agreement providing for (i) any acquisition of a majority of the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Sharesvoting securities of Parent by any person or group (other than by MatlinPatterson FA Acquisition LLC and its affiliates (collectively, the Warrants and the Warrant Shares“Permitted Holders”)), (ii) any acquisition or disposition of substantially all the provisions consolidated assets of Section 4.8 and this Section 4.9 shall not prohibit Parent by any member person or group (other than the Permitted Holders) or (iii) any form of the Investor Group from making merger, business combination, acquisition, restructuring, recapitalization 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 similar transaction with respect to Parent pursuant to which, immediately following such offer transaction, any person (other than the Permitted Holders) or proposal within 30 days, making the direct or indirect shareholders of such person shall beneficially own 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 majority of the Company, (iii) if a Change outstanding voting power of Control Parent or of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make any surviving parent entity in 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 filingtransaction.

Standstill. (a) The Effective as of the date of this Agreement, other than as contemplated by this Agreement, each Investor agrees that during the Voting Periodthat, no prior to August 8, 2005, it will not and will not permit any member of the Investor Warburg Group shall or any other controlled Affiliate to, in any manner, whether publicly or otherwise, directly or indirectly: , without the prior written consent of the Company, (i) actacquire, alone agree to acquire or in concert with othersmake any public proposal to acquire, to seek to control the managementdirectly or indirectly, Board beneficial ownership of any voting securities or policies assets of the Company; Company or any Subsidiary, (ii) enter into or publicly propose to enter into, directly or indirectly, any joint venturemerger or other business combination or similar transaction or change of control involving the Company or any Subsidiary, (iii) 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 Commission) to vote, or seek to advise or influence any Person with respect to the voting of, any securities lending of the Company or option agreementany Subsidiary, put or (iv) call, guarantee or seek to call, a meeting of loansthe Company's stockholders or initiate any stockholder proposal for action by stockholders of the Company, guarantee (v) bring any action or otherwise act to contest the validity of profits this Section 7.04 or division seek a release of losses the restrictions contained in this Section 7.04, (vi) form, join or profits, contract, arrangement or understanding with in any Person way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the BoardSubsidiary, 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take other than any action which would reasonably be expected seat on the Board of Directors expressly granted to require the Company to make Warburg Group by Section 6.09, seek representation on the Board of Directors, the removal of any directors from the Board of Directors or a public announcement change in the size or composition of the Board of Directors (including, without limitation, voting for any directors not nominated by the Board of Directors), (viii) enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding the possibility any possible purchase or sale of a business combination any securities or merger involving assets of the Company or any of its Subsidiaries; Subsidiary, (viiiix) publically disclose any intention, plan or arrangement inconsistent with the foregoing; , (ixx) knowingly take, or solicit, propose to or agree with any other Person to take, any similar actions designed to influence the management or control of the Company or (xi) 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. 7.1 Subscriber agrees that until the earlier of (i) the third (3rd) anniversary of the First Step Investment Closing and (ii) the occurrence of a Significant Event (as defined below) (the “Standstill Period”), without the prior written consent of the Issuer, it will not at any time, nor will it cause or permit any of its affiliates to: (a) The Investor agrees that during the Voting Periodeffect or seek, no member 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 beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) as a result of which Subscriber would beneficially own more than thirty-five percent (35%) of the Investor Group shall directly issued and outstanding shares of Class A common stock on a fully-diluted and as-converted basis, (y) any tender or indirectly: 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 (iz) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) or consents to vote any voting securities of the Issuer or any of its affiliates; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the Issuer or otherwise act in concert with any person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board or policies of the Company; Issuer or to obtain representation on the Board; (iid) take any action which would or would reasonably be expected to require the Issuer to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any joint venture, securities lending discussions 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 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 arrangements with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely any of the Investor and its Affiliatesforegoing; it being understood that nothing in this Section 7 shall (I) for restrict or prohibit the purpose any representative of acquiringSubscriber on the Board from taking any action, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take refraining from taking any action which 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 Company to make entry by the Issuer into a public announcement regarding the possibility of a business combination 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)definitive agreement providing for, directly or indirectly, amend (x) any acquisition or waive purchase by any provision person or “group” (within the meaning of this Section 4.9(a13(d)(3) in a manner that requires public disclosure of such request. Notwithstanding anything to the contrary in this AgreementExchange 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, (iy) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Sharesany merger, the Warrants and the Warrant Sharesconsolidation, (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 similar transaction with Investor that would result in a Change involving the Issuer or any of Control its subsidiaries pursuant to which the stockholders of the Company, Issuer immediately preceding such transaction will hold less than fifty percent (iii50%) if a Change of Control of the Company has occurredoutstanding voting securities of the surviving or resulting entity of such transaction; or (z) any sale, then lease, exchange, transfer, license or disposition of all or a majority of the provisions consolidated assets of Section 4.7, Section 4.8 the Issuer and this Section 4.9 shall immediately terminate without further force or effect and its subsidiaries (any of the Company and transactions described in the Investor shall be released from compliance therewith, (iv) if foregoing clauses (x) the Company has entered into any agreement to effect a Change of Control of the Company or ), (y) or (z), an “Acquisition Transaction”), (B) commencement or other public announcement by a third party has made 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 public tender offer or proposal (including a tender or exchange offer) or publicly announced an intention to make any such offer or proposal that wouldwhich, if consummated, result in a Change would constitute an Acquisition Transaction and the Board either accepts or recommends such offer or fails to recommend within ten (10) Business Days from the date of Control commencement or other public announcement of such offer that its stockholders reject such offer and (C) the closing price of the CompanyClass A common stock falls below $5.00 per share (as adjusted for stock splits, thenstock dividends, in each case in this clause (iv)reorganizations, the Company recapitalizations and the Investor shall be released from the provisions of Section 4.7, Section 4.8 and this Section 4.9 like) for the pendency of such agreement, offer or proposal, and any twenty (v20) 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 filingtrading days within any thirty (30)-trading day period.

Standstill. Without 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 (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 Designee acting in its capacity as a director of the Company consistent with his fiduciary duties): (a) The Investor agrees that during the Voting Periodacquire, no member offer or agree to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Investor Group shall Company generally on a pro rata basis), 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” (within the meaning of Section 13(d)(3) 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 shares of common stock of the Company; (i) actengage, 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), (ii) 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 the Company for the approval of stockholder proposals in connection with the election or removal of directors of the Company, or (iv) induce or attempt to induce any other Person to initiate any such stockholder proposal; (c) form, join or in any way participate in a partnership, syndicate, or other group, including without limitation any “group” as defined under Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company in connection with any “election contest” with respect to the Company’s directors or any stockholder proposal for consideration at any stockholder meeting except as otherwise expressly provided in this Agreement; (d) deposit any Company voting securities in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (e) seek, alone or in concert with others, (1) to seek call a meeting of stockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, (2) to control obtain representation on the managementBoard except as otherwise expressly provided in this Agreement, Board or policies (3) to effect the removal of the 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 Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent member of the Board, except provided that this shall not pertain to the Designee or his replacement who is a director of the 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 Warrant SharesCompany, whether pursuant to the Maryland General Corporation Law, the Company’s bylaws or otherwise; (ivf) solicit or participate in the solicitation of proxies with respect to any Voting Stock, effect or seek to advise effect (including, without limitation, by entering into any discussions, negotiations, agreements or influence understandings whether or not legally enforceable with any person with respect Person), offer or propose to the voting 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 Voting Stock (other than as otherwise provided securities, or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust ormaterial assets or businesses, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiariessubsidiaries, (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); (viiig) publically disclose enter into any intentiondiscussions, plan negotiations, agreements or arrangement inconsistent understandings with any Third Party with respect to the foregoing; (ix) knowingly , or advise, assist assist, encourage or encourage seek to persuade any other Persons in connection 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; or (xh) make or in any way advance any request that the Company (or its respective directorsproposal to amend, officers, affiliates, employees or agents), directly or indirectly, amend modify or waive any provision of this Section 4.9(a) Agreement other than in a nonpublic and confidential manner that requires and which nonpublic and confidential request could not reasonably be expected by the Company to require 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 by any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filinghereto.

Standstill. (a) The Investor agrees that during Praesidium and the Voting PeriodManager Principals hereby agree that, no member from and after the date of this Agreement and through and including the date of the Investor Group Purchaser’s annual meeting of stockholders (or any adjournment or postponement thereof) in 2021 (the “2021 Annual Meeting”), 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 to, in any way, directly or indirectly: 1. acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise (but excluding any action by the Purchaser such as a stock dividend), (i) actadditional 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 otherwise) additional Voting Securities. 2. make, participate in or encourage any “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 removal of directors of Purchaser or any other matter or proposal with respect to Purchaser or seek to advise, encourage or knowingly influence any person or entity (any “Person”) with respect to the voting of any Voting Securities; 3. initiate or propose, or otherwise “solicit” (as such term is used in the proxy rules of 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 Person to initiate or propose any such shareholder proposal; 4. seek, alone or in concert with others, 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 control, or knowingly influence or knowingly seek to influence, the management, the Board or the policies of the CompanyPurchaser; (ii6. form or join in a partnership, limited partnership, syndicate or other group, including, without limitation, a “group” as defined under Section 13(d) 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 Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the BoardExchange Act, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting StockSecurities (other than Praesidium’s Section 13(d) group as disclosed in its Schedule 13D, or seek to advise or influence any person as amended, with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this AgreementPurchaser); (v) deposit 7. seek or propose any Voting Stock in a voting trust ormerger, except as otherwise provided consolidation, business combination, tender or contemplated hereinexchange offer, subject any Voting Stock to any arrangement sale or agreement with any third party with respect to purchase of assets, sale or purchase of securities, dissolution, liquidation, restructuring, recapitalization or similar transaction involving the voting of such Voting StockPurchaser or its subsidiaries; 8. enter into any arrangements, understanding or agreements (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiringwhether written or oral), holdingwith, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intentionadvise, plan or arrangement inconsistent with the foregoing; (ix) knowingly advisefinance, assist or encourage encourage, any other Persons Person in connection with any of the foregoingforegoing 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 (x) 10. request that the Company (Purchaser or its the Board or any of their respective directors, officers, affiliates, employees or agents), directly or indirectly, representatives 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal III.A. (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 (ivsentence), 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. (a) The Investor ILDE agrees that during that, from and after the Voting Perioddate of this Agreement until the Closing, no member of the Investor Group ILDE shall not, and shall cause its Affiliates not to, directly or indirectly: (a) except for Company Equity Interests received (i) actby way of stock splits, alone stock dividends, reclassifications, recapitalizations or other distributions by the Company in concert with others, to seek to control the management, Board or policies respect of the Companyshares 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) any Company Equity Interests or (y) authorize, make or commence a tender offer, exchange offer or other offer or proposal (whether written or oral) to acquire (directly or indirectly, by purchase or otherwise) Company Equity Interests; (iib) enter into make, or in any joint ventureway participate, securities lending directly or option agreementindirectly, put or call, guarantee in any “solicitation” of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect “proxies” to any securities vote (as such terms are used in the rules of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting StockSEC), or seek to advise or influence any person Person (other than (x) ILDE or its Affiliates, (y) in accordance with and consistent with the recommendation of the Company Board, or (z) solely in favor of the Transaction) with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement)Company Equity Interests; (vc) deposit form, join or in any Voting Stock way participate in a voting trust or, except “group” (as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (videfined in Section 13(d)(3) join a 13D Group (other than a group comprising solely of the Investor and its AffiliatesExchange Act) for the purpose of voting, acquiring, holding, voting holding or disposing of Voting Stock or Non-Voting Convertible Securitiesany Company Equity Interests; (viid) take any action which would reasonably be expected submit to require the Company to make Board a public announcement regarding the possibility written proposal for or offer of a (with or without conditions), any merger, recapitalization, reorganization, business combination or merger other extraordinary transaction involving the Company or any of its SubsidiariesSubsidiaries or any of their securities or assets, or make any public announcement with respect to such proposal or offer; (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 (xe) request that the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, to amend or waive any provision of this Section 4.9(a4.8; or (f) 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 enter into any member arrangement with any third party concerning any of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing.

Standstill. (a) The Investor TPG hereby agrees that during until the Voting Period, earliest of (i) such time as TPG and its Affiliates no member longer collectively own at least five percent (5%) of the Investor Group shall outstanding Common Stock on an as-converted basis, (ii) 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) actacquire, alone offer or in concert with otherspropose to acquire or agree to acquire, to seek to control the managementBeneficial Ownership of any Voting Securities, Board or policies 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 the Company, or (E) to restore their aggregate percentage interest in the Company’s outstanding Common Stock (assuming conversion of 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 be involved in or part of, any joint ventureacquisition transaction, securities lending merger or option agreement, put other business combination relating to all 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 part of the Company or any Subsidiary of its subsidiaries or any acquisition transaction for all or part of the Companyassets of the Company or any of its subsidiaries or any of their respective businesses; (iii) acquire additional shares other than a “solicitation” of Voting Stock without a “proxy” (as such terms are defined under Regulation 14A under the consent of the BoardExchange Act, except for the Warrant Shares; disregarding clause (iv) solicit or participate in of Rule 14a-1(1)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) seeking approval of the solicitation of proxies election to the Company Board solely with respect to any Voting Stockof 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 Act and the rules and regulations thereunder) with respect to any Voting Stock (other than as otherwise provided or contemplated by this Agreement)Securities; (v) deposit any Voting Stock in Securities of the Company into a voting trust ortrust, except as otherwise provided or contemplated herein, subject any Voting Stock Securities of the Company to any agreement or arrangement or agreement with any third party with respect to the voting of such Voting Stocksecurities, or other agreement or arrangement having similar effect; (vi) join seek representation on the Company Board or a 13D Group (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 a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities;as expressly permitted pursuant to this Agreement; and (vii) take bring any action which would reasonably be expected or otherwise act to require 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 make a public announcement regarding the possibility of a business combination or merger involving the Company 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, upon the occurrence of any of the following events, immediately be suspended until the expiration of the time period set forth below in this Section 5.1(b), but only so long as TPG or any of its Affiliates did not directly or indirectly assist, facilitate, encourage or participate in any such events: (i) on the commencement (as defined in Rule 14d-2 of the Exchange Act) 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; (viiiii) publically disclose any intention, plan on the decision by the Company Board or arrangement inconsistent with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection with any a duly constituted committee 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 (anda) to solicit one or more proposals for a transaction that, 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 daysconsummated, 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 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 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, (iiiv) if the withdrawal of all pending proposals referred in Section 5.1(b)(ii) without a Change of Control of having occurred and without, or the Company has occurredtermination of, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any an agreement to effect a Change of Control 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 a 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, (y) the withdrawal or termination or failure of the solicitation referred to in Section 5.1(b)(iii), or (y) a third party has made a public offer the termination of the plan of liquidation referenced in Section 5.1(b)(iv), or proposal (including a tender or exchange offerz) the remedy of any breach described in Section 5.1(b)(v) or publicly announced an intention the payment to make any such offer or proposal that would, if consummated, result the Holders in a Change full in cash (by wire transfer of Control immediately available funds) all dividends then due and owing in respect of the CompanyPreferred Stock held by such Holders as contemplated in Section 5.1(b)(vi), thenas the case may be, the limitations provided in each case Section 5.1(a) (except to the extent then suspended as a result of any other event specified in this clause (ivSection 5.1(b), ) shall again be applicable for so long as and only to the Company and the Investor shall be released from the provisions of Section 4.7, Section 4.8 and extent provided in 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 filingAgreement.

Standstill. (a) The Each Investor agrees that during that, from the Voting Period, no member date of this Agreement until the expiration of the Investor Group shall Standstill Period (as defined below), without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it nor any of its Related Persons (as defined herein) will, and it will cause each of its Related Persons not to, directly or indirectly, in any manner: (i) actpropose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, alone singly or in concert with othersany other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to seek 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 the management, Board or policies of the Company; (ii) enter into engage in any joint venturesolicitation of proxies or written consents to vote any voting securities of the Company, 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 conduct any Person 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 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 Subsidiary rights decoupled from the underlying securities of the Company; Company representing in the aggregate (iiiamongst all of the Investors and any Affiliate or Associate thereof) acquire additional in excess of 15% of the shares of Voting Common Stock without the consent of the Board, except for the Warrant Sharesoutstanding; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any Voting Stock (securities of the Company, other than as otherwise provided or contemplated by this Agreement)in a manner in accordance with Section 2; (v) deposit sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any Voting 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 voting trust orbroad-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 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 others, any meeting of stockholders, whether or not such 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) seek, alone or in concert with others, representation on the Board, except as otherwise provided expressly permitted by this Agreement; (x) initiate, encourage or contemplated herein, participate in any “vote no,” “withhold” or similar campaign; (xi) deposit any Common Stock in any voting trust or subject any Voting Common Stock to any arrangement or agreement with any third party with respect to the voting of any Common Stock (other than any such Voting Stockvoting trust, arrangement or agreement solely among the members of the Investor Group that is otherwise in accordance with this Agreement); (vixii) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, 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 (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 taking actions in furtherance of 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 the Company and are not publicly disclosed by the Investors or their Affiliates or Associates and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with the Investors’ normal practices in the circumstances; (xiii) form, join a 13D Group or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprising solely the Investor Group); provided, however, that nothing herein shall limit the ability of an Affiliate or Associate of the Investor Group to join the Investor Group following the execution of this Agreement, so long as any such Affiliate or Associate agrees to be bound in writing by the terms and its Affiliates) for the purpose conditions of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securitiesthis Agreement; (viixiv) take 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 other statutory right; (xv) commence, encourage, or support any derivative action which would reasonably be expected to require in the Company to make a public announcement regarding name of the possibility of a business combination Company, or merger involving any class action against the Company or any of its Subsidiariesofficers 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); (viiixvi) publically disclose publicly or privately, in a manner that could reasonably be expected to become public any intentionintent, purpose, plan or arrangement 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; (ixxviii) knowingly advisemake 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 3 or publicly disclose, assist 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 3; or (xx) otherwise take, or solicit, cause or encourage others to take, any other Persons 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 such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of the foregoing; or (x) request that the Company (or its respective directorswhen such rights may be exercised and whether they are conditional, 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 all shares of Section 4.8 and this Section 4.9 shall not prohibit Common Stock in which such person has any member of the Investor Group from making economic interest, including, without limitation, pursuant to a cash settled call option or disclosing other derivative security, contract or instrument in any offer or proposal on a confidential basis way related to the Board price of shares of Common Stock; the terms “person” or “persons” shall mean any individual, corporation (andincluding not-for-profit), if the Board rejects that offer general or proposal limited partnership, limited liability company, joint venture, estate, trust, association, organization or fails to enter onto a binding agreement with respect to such offer other entity of any kind or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect nature; and the Company and the Investor term “Related Person” shall be released from compliance therewithmean, (iv) if (x) the Company has entered into as to any agreement to effect a Change of Control of the Company person, any Affiliates 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 Associates 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 filingperson.

Standstill. The Principal Stockholder agrees that, (ai) The Investor agrees that during from the Voting Period, no member date hereof until the Closing Date and (ii) from and after the Closing Date for so long as he shall be a Restricted Stockholder up to and including the tenth anniversary of the Investor Group date of this Agreement, he shall not, and shall use his best efforts to cause his Affiliates not to, without the prior written consent of the board of directors of Acquiror, (A) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly: , any Equity Securities of Acquiror or any rights or options to acquire such Equity Securities (iother 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 indirectly, a merger or other business combination involving Acquiror or propose to purchase, directly or indirectly, a material portion of the assets of Acquiror, (C) make, or in any way participate, directly or indirectly, in, any "solicitation" of "proxies" (as such terms are used in Regulation 14A under the Exchange Act) to vote or consent or seek to advise or influence any Person with respect to the voting of, or granting of a consent with respect to, any Voting Securities of Acquiror, (D) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding voting or disposing of any Equity Securities of Acquiror, (E) otherwise act, alone or in concert with others, to seek to control or influence in any public manner or public forum the management, Board management or policies of Acquiror; provided, however, that the Company; (ii) enter into foregoing shall not limit the ability to vote 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 Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent any Equity Securities of the BoardAcquiror, except for the Warrant Shares; (ivF) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with the foregoing; , (ixG) knowingly advise, assist (including by knowingly providing or arranging financing for that purpose) or encourage any other Persons Person in connection with any of the foregoing; or foregoing or (xH) request that take any action (other than in exercising his registration rights under the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision of this Section 4.9(aRegistration Rights Agreement) in a manner that requires public disclosure of such request. Notwithstanding anything which might require Acquiror 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 make a public announcement regarding such offer or proposal) in connection with the possibility of a potential business combination or merger transaction with Investor that would result in a Change of Control of between the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 Principal Stockholder and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal Acquiror (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 (ivtheir respective Affiliates), 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. (a) The From the Effective Date until such time as both (i) the Investor agrees that during the Voting Period, 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 Group shall not, and shall cause its subsidiaries and Representatives acting on its and its respective subsidiaries’ behalf not to, directly or indirectly:indirectly (including through any arrangements with a third party): (i) actexcept for Equity Securities of the Company received by way of stock splits, alone stock dividends, reclassifications, recapitalizations or other distributions by the Company in concert with othersrespect of its Common Stock, and Equity Securities purchased pursuant to Section 4 or acquired as a result of any conversion of Preferred Stock or the exercise of any rights under the Framework Agreement, (x) acquire, agree to acquire, propose or offer to acquire (including through the acquisition of Beneficial Ownership) (directly or indirectly, by purchase or otherwise) any Equity Securities of the 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 seek to control the managementacquire (directly or indirectly, Board by purchase or policies otherwise) any Equity Securities of the Company; (ii) enter into make, or in any joint ventureway participate, securities lending directly or option agreementindirectly, put in any “solicitation” of “proxies,” “consents” or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect “authorizations” to any securities vote (as such terms are used in the rules of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect to any Voting StockSEC), or seek to advise or influence any person Person with respect to the voting of any shares of Voting Stock (other than in each case (x) the Investor and its Affiliates, (y) in accordance with and consistent with the recommendation of the Board or (z) with respect to the election of a Nominee); (iii) form, join or in any way participate in a “group” as otherwise provided defined in Section 13(d)(3) of the Exchange Act, for the purpose of voting, acquiring, holding, or contemplated by this Agreement)disposing of, any Voting Stock; (iv) submit to the Board a proposal for or offer of, with or without conditions, any acquisition of, or merger, recapitalization, reorganization, business combination or other extraordinary transaction involving, the Company or any subsidiary thereof or any of its or 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; (v) deposit request the Company or any Voting Stock of its subsidiaries directly or indirectly, to amend or waive any provision of this Agreement, in a voting trust oreach case, except as otherwise provided or contemplated herein, subject any Voting Stock a nonpublic request to any arrangement or agreement with any third party the Company that would not reasonably be expected to require the Company to make a public announcement with respect to the voting of such Voting Stockthereto; (vi) join a 13D Group (other than a group comprising solely contest the validity or enforceability of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securitiesany provision contained in this Section 6; (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 Agreement) or seek the removal of any member of the Board (except for the Investor Director); or (ix) take any action which that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination transaction or merger involving any other matter described in this Section 6. (b) Nothing in this Agreement, including this Section 6, shall prohibit or restrict (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 Subsidiaries; (viii) publically disclose any intentionAffiliates, plan or arrangement inconsistent with including 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 Framework 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. Until the Termination Date, the Vector Group shall not, and shall cause each of its controlled Affiliates not to, directly or indirectly, in any manner: (a) The Investor agrees that during the Voting Period, no member of the Investor Group shall directly or indirectly: (i) actacquire, alone 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 partnership, limited partnership, syndicate or other group (including, without limitation, 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, beneficial ownership of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including, without limitation, voting rights decoupled from the underlying Voting Securities), (ii) acquire, cause to be acquired or offer, seek, propose or agree to acquire, whether by purchase or otherwise, any interest in concert with othersany indebtedness of the Company or (iii) acquire, cause to seek be acquired or offer, seek, propose or agree to control acquire, ownership (including, without limitation, beneficial ownership) of any material asset or business of the managementCompany or any right or option to acquire any such material asset or business from any person, Board or policies 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) enter into seek or knowingly encourage any joint ventureperson 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, securities lending (iii) submit, seek or option agreementknowingly encourage the submission of, put any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or callotherwise) for consideration at, guarantee 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 loansthe Charter, guarantee the Bylaws, or other governing documents of profits the Company (each as may be amended from time to time), or division of losses or profits, contract, arrangement or understanding with (vi) take any Person action similar to the foregoing with respect to any securities of the Company or any Subsidiary 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) acquire additional shares 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 Stock 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, except for the Warrant Shares); (ivi) solicit grant any proxy, consent or participate in the solicitation of proxies other authority to vote with respect to any Voting Stockmatters 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 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 securities of the Company to any agreement or arrangement or agreement with any third party with respect to the voting of such Voting Stock; securities (vi) join including, without limitation, a 13D Group (voting agreement or pooling arrangement), other than a group comprising (A) any such voting trust or arrangement solely of the Investor and its Affiliates) for the purpose of acquiringdelivering to the Company or its designee a proxy, holdingconsent 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, voting or disposing of Voting Stock or Non-Voting Convertible Securitiesmargin accounts and prime brokerage accounts; (viig) take 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 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 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 rights 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) any 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 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 Vector 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 Vector Group from proposing, suggesting or recommending any Extraordinary Transaction privately to the Company so long as any such action which 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 Company public disclosure thereof by the Company, the Vector Group or any other person; (j) form, join, encourage the formation of, or in any way participate in 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 or securities of 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 a any public announcement regarding the possibility 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 business combination material amount of assets or merger involving securities of the Company or any of its Subsidiariessubsidiaries, (ii) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (iii) any form of tender or exchange offer for Voting Securities, whether or not such transaction involves a Change of Control; it being understood that the foregoing shall not prohibit the 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; (viiil) publically disclose make or publicly advance any intentionrequest or proposal to amend, plan modify, waive, grant any consent under or arrangement inconsistent with otherwise abstain from enforcing any provision of this Agreement, or take any action challenging the foregoingvalidity 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 person; (ixm) knowingly advise, assist make a request for a list of the Company’s stockholders or encourage for any other Persons in connection with any books and records of the foregoingCompany pursuant to Section 220 of the Delaware General Corporation Law or Rule 14a-7 under the Exchange Act; or (xn) request that enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the Company foregoing (other than this Agreement) or its respective directorsencourage, officersassist, affiliatesadvise, employees act in concert or agents)participate with, directly solicit, seek or indirectlyseek to cause any person to undertake any action or make any statement inconsistent with this Section 3. Notwithstanding anything in this Agreement to the contrary, amend or waive any provision the foregoing provisions of this Section 4.9(a3 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 requires public disclosure of such request. Notwithstanding anything to the contrary in 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) the prohibitions in this Article IV shall not affect the Investor’s ability access to hold the Shares, the Warrants members of management as every other director and the Warrant Shares, (ii) rights as every other director to access the provisions of Section 4.8 books 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 records of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make any such offer or proposal that would, if consummated, result information requests of management 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 filingorder to facilitate these rights.

Standstill. Except as otherwise contemplated or permitted by this Agreement, during the period commencing on the date of this Agreement and continuing to the earlier of the Acceptance Time or the termination of this Agreement in accordance with its terms, MetLife agrees that neither it nor its Subsidiaries shall, and that it shall not authorize, permit or direct any of its Subsidiaries to, without the prior approval of the RGA Special Committee, directly or indirectly, (a) The Investor agrees that during the Voting Periodeffect or seek, no member of the Investor Group shall directly offer or indirectly: 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 beneficial ownership thereof) or material assets of RGA or any of its Subsidiaries, (ii) 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 any “group” (other than with respect to MetLife’s Affiliates) with respect to any of the shares of RGA Common Stock, (c) otherwise act, either alone or in concert with others, to seek to control the managementof RGA, Board including by submitting any written consent or policies proposal in furtherance of the Company; foregoing or calling a special meeting of RGA Shareholders, (iid) enter into publicly disclose any joint ventureintention, securities lending proposal, plan 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 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 Stockforegoing, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (viie) take any action which action, or request any amendment or waiver hereof, that would reasonably be expected to require the Company RGA to make a public announcement regarding the possibility of a business combination 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 proposalthe matters set forth in (a) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (yc) 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 filingabove.

Standstill. (a) The For a period of six (6) years from the Closing (the “Standstill Period”), the Investor agrees shall not, and the Investor shall ensure that during the Voting Periodnone of its Affiliates shall, no member nor shall any of the Investor Group shall foregoing Persons act in concert with any other Person to, directly or indirectly, without the prior consent of a majority of the At-Large Directors who are Independent Directors: (i) actacquire or agree to acquire (whether by purchase, alone tender or in concert with othersexchange offer, through acquisition of control of another Person, by joining a 13D Group, through the use of a derivative instrument or voting agreement, or otherwise), Beneficial Ownership of any Equity Securities, 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 seek 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 Affiliates (including, without limitation, any 13D Group of which any Investor or any Affiliate thereof is a member), or with respect to control which the managementInvestor, Board its Affiliates or policies any such 13D Group would have Economic Rights or Voting Rights, would exceed the Standstill Limit (it being understood that in the event that there shall be more than one (1) Investor, 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 the Companywhich 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) enter into (A) make or in any joint venture, securities lending or option agreement, put or call, guarantee way participate in any “solicitation” of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities “proxies” (as such terms are used in the rules and regulations of the Company or any Subsidiary of the Company; (iiiSEC) 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 (B) seek to advise or influence any person Person with respect to the voting of any Voting Stock (other than as otherwise provided (x) the Investor or contemplated by this Agreementany Affiliate or (y) in accordance with and consistent with the recommendation of the Board); (viii) 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 third party Person (other than between the Investor and any of its First Tier Affiliates) with respect to the voting of such Voting StockStock or Series B Shares; (viiv) join a 13D Group (other than a group comprising solely of the Investor and its AffiliatesPermitted 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 Stock, Series B Shares or Non-Voting Convertible Securities; (v) 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 effect or seek, offer or propose (whether publicly or otherwise) to effect control of the management, Board or policies of the Company; or (vii) otherwise take any action which that would or could reasonably be expected to require compel the Company to make a public announcement (including any disclosure required to be made in any SEC filing under the rules and regulations of the SEC) regarding the possibility of a business combination 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 matters set forth in this Section 3.2(a). Notwithstanding the foregoing; or , the restrictions contained in this Section 3.2(a) shall not (xA) request that apply with respect to the Company election of the Series B Directors by Investor and its Permitted Transferees in accordance with the Certificate of Designation, (B) prevent, restrict, encumber or its respective 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 Directors or to take any action or make any statement at any meeting of the Board or any committee or subcommittee thereof in his or her capacity as a Director, (C) apply to or restrict any non-public discussions or other non-public communications between or among directors, members, officers, affiliates, employees or agents)agents of the Investor or any First Tier Affiliate of the Investor, directly or indirectly, amend (D) restrict any disclosure or waive statements required to be made by any provision 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 4.9(a3.2, 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 a manner that requires public disclosure of such request. Notwithstanding anything to Section 3.2(a) shall terminate if, at any time during the contrary in this AgreementStandstill Period, (i) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the SharesCompany publicly announces its entry into a definitive agreement, the Warrants and the Warrant Shares, (ii) the provisions consummation 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 which would result in a Change of Control Control, and such agreement has not been approved by a majority of the CompanySeries 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), and (y) any definitive agreement described in clause (i) above, or transaction 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 has occurred(whether in response to a proposal from a third party or otherwise), then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and will notify the Investor shall be released from compliance therewithof the Board’s election and will permit the Investor to participate in such process as a potential bidder, (iv) if (x) 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 has entered into any agreement to effect 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 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 could reasonably be expected to delay, prevent, impair, interfere with, postpone or adversely affect the ability 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 consummate the proposals that would, if consummated, result in a Change of Control of are approved and recommended by 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 filingBoard.

Standstill. No Stockholder shall, during the period commencing on the date of this Agreement and continuing for 12 months after the earlier of (a) The Investor agrees 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 shall have been specifically invited in writing by the Parent Board (it being understood that during the Voting Periodexecution of this Agreement by Parent does not constitute such an invitation), no member of the Investor Group shall and each Stockholder will direct its Representatives not to, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise and 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) actany acquisition of, alone or in concert obtaining any economic interest in, any right to direct the voting or disposition of, or any other Right with othersrespect to, to seek to control the management, Board or policies of the Companyany Parent Common Stock; (ii) enter into any tender or exchange offer, consolidation, acquisition, merger, joint venture, securities lending business combination or option agreement, put extraordinary transaction involving Parent or call, guarantee any of loans, guarantee of profits its Subsidiaries or division of losses all or profits, contract, arrangement or understanding with any Person with respect to any securities a material portion of the Company assets of Parent or any Subsidiary of the Companyits 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) acquire additional shares any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or any of Voting Stock without the consent of the Board, except for the Warrant Shares;its Subsidiaries; or (iv) solicit any “solicitation” of “proxies” (as such terms are defined in Regulation 14A promulgated by the SEC) or participate in the solicitation consents to vote any voting securities of proxies with respect to Parent or any Voting Stockof its Subsidiaries from any holder of any voting securities of Parent or any of its Subsidiaries, or seek to advise otherwise advise, assist or influence encourage any person 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 securities of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company Parent or any of its Subsidiaries; (viiib) publically disclose form, join, become a member of, or in any intentionway participate in or engage in negotiations, plan arrangements, understandings or arrangement inconsistent discussions regarding, a “group” (within the meaning of Rule 13d-5(b)(l) promulgated under the Exchange Act) with the foregoingrespect to any voting or other securities of Parent or any of its Subsidiaries 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; (ixc) 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 seek, or propose to seek, representation on, or to control or influence, or to propose to control or influence, the Parent Board or the management, shareholders or policies of Parent 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) request that Parent or any of its Representatives amend or waive any provisions of this Section 3.3, or make any public announcement with respect to the restrictions of this 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, or make or permit its Representatives to take any action, that might force Parent or any of its Subsidiaries to make a public announcement or other public disclosure regarding any of the 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 in connection persons with respect to 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 conduct prohibited by this Section 4.9(a) in a manner that requires public disclosure of such request3.3. Notwithstanding anything to the contrary in this Agreementforegoing, the parties agree and acknowledge that (i) the prohibitions each Stockholder may vote its shares of Parent Common Stock at any meeting of holders of Parent Common Stock in this Article IV shall not affect the Investor’s ability to hold the Shares, the Warrants and the Warrant Sharesits sole discretion, (ii) the provisions any Stockholder may coordinate any such vote with, act in concert with, and be part of Section 4.8 a “group” with, any other Stockholder that is an Affiliate of such Stockholder, 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 nothing in this Section 4.9 3.3 shall immediately terminate without further force apply to potential or effect and actual purchases or sales of oil and/or gas assets between any Stockholder (or, for the Company and the Investor shall be released from compliance therewithavoidance of doubt, (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 (ivits Affiliates), on 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 proposalone hand, and (v) Parent or any of its Subsidiaries, on 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 filingother hand.

Standstill. (a) The Investor Subject to Section 2.2 through Section 2.4, Priceline covenants and agrees that during with the Voting PeriodCompany that, no member of the Investor Group Priceline shall not, and shall cause its Subsidiaries not to, directly or indirectly: (i) act, alone or in concert with others, to seek to control without the management, Board or policies prior written consent of the Company;, take any of the actions set forth below (clauses (a) through (f) below, collectively, the “Priceline Standstill”): (iia) enter into effect, offer or propose (whether publicly or otherwise) to effect, or announce any joint ventureintention to effect or cause or participate in or knowingly assist, securities lending or option agreementvote in favor of or authorize, put encourage or callsolicit any other Person to effect, guarantee offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of loans, guarantee of profits any Equity Securities (or division of losses beneficial ownership thereof) or profits, contract, arrangement or understanding with any Person with respect to any securities material assets of the Company or any Subsidiary of its Subsidiaries, 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 CompanyCompany 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; (iiib) acquire additional shares make, or in any way participate in, directly or indirectly, any “solicitation” of Voting Stock without “proxies” (as such terms are defined in the consent rules of the Board, except for the Warrant Shares; (ivSEC) solicit or participate in the solicitation of proxies with respect to any Voting Stockvote, or seek to advise or influence any person Person with respect to the voting of, any voting securities of the Company or any Voting Stock (other than as otherwise provided or contemplated by this Agreement)of its Subsidiaries; (vc) deposit form, join or in any Voting Stock way participate in a voting trust or“group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any action contemplated by any of the foregoing; (d) subject to the rights of Priceline and any of its Subsidiaries pursuant to this Agreement, except as the Transaction Agreements and the Marketing Agreement, otherwise provided act to seek to control, influence or contemplated hereinchange the management, subject Board, governing instruments, shareholders, policies or affairs of the Company or any Voting Stock to of its Subsidiaries; (e) enter into any arrangement negotiations or agreement arrangements with any third party party, or finance any third party, with respect to any of the voting of such Voting Stock;foregoing; or (vif) join a 13D Group make any public disclosure inconsistent with clauses (other than a group comprising solely of the Investor and its Affiliatesa) for the purpose of acquiringthrough (e), holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 proposalthe matters set forth in clauses (a) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, through (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 (ive), 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. (a) The Investor agrees that during Until the Voting PeriodTermination Date, no member of the Investor Engaged Group shall not, and shall cause each of its Affiliates and Associates not to, directly or indirectly: (i) act, in any manner, alone or in concert with others, in each case without the prior written waiver authorized by the Board: (a) (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 managementExchange Act), Board through swap or policies hedging transactions or other Synthetic Equity Interests, or otherwise (the taking of any such action, an “Acquisition”), beneficial ownership of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such Acquisition, the Engaged Group or any of its Affiliates 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) enter into seek or knowingly encourage any joint ventureperson 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, securities lending (iii) submit, or option agreementseek or knowingly encourage the submission of, put any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or callotherwise) for consideration at, guarantee 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 loansthe Charter, guarantee the Bylaws, or other governing documents of profits the Company (each as may be amended from time to time), or division of losses or profits, contract, arrangement or understanding with (vi) take any Person 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 Subsidiary securities 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 Company to any Voting Stock, agreement or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; securities (vi) join including a 13D Group (voting agreement or pooling arrangement), other than a group comprising (A) any such voting trust or arrangement solely of the Investor and its Affiliates) for the purpose of acquiringdelivering to the Company or its designee a proxy, holdingconsent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (B) customary brokerage accounts, voting or disposing of Voting Stock or Non-Voting Convertible Securitiesmargin accounts and prime brokerage accounts; (viie) take 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 which 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 Company to make a public announcement regarding disclosure thereof by the possibility of a business combination or merger involving Company, the Company Engaged Group or any of its Subsidiariesother person; (viiig) publically disclose form, join, encourage the formation of, or in any intentionway participate in any partnership, plan limited partnership, syndicate or arrangement inconsistent group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities (other than a group that includes all or some of the foregoingmembers 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); (ixh) knowingly advisemake or publicly advance any request or proposal to amend, 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 modify or waive any provision of this Section 4.9(a) 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 requires 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 the 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, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or encourage, assist, solicit, seek, or seek to cause any person to undertake any action inconsistent with this Section 3. Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of this Section 3 shall not be deemed to restrict the Engaged 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 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 Sharescommunications, (ii) communicating privately with stockholders of the provisions of Section 4.8 Company and others in a manner that does not otherwise violate this Section 4.9 3 or Section 6, or (iii) making any public disclosure necessary to comply with any Legal Requirement (as defined below). Furthermore, for the avoidance of doubt, nothing in this Agreement shall not prohibit be deemed to restrict in any member way the Company directors in the exercise 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 their fiduciary duties under applicable law as directors of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The Investor agrees that during From the Voting Perioddate hereof through the Standstill Termination Date, no Holder shall, and each Holder agrees to cause each member of the Investor ▇▇▇▇▇▇▇ Group shall not to, directly or indirectly: : (i) make, engage in, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in 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, (ii) call, seek to call, direct or request any meeting of shareholders of the Company, (iii) submit or be the proponent of any proposal for consideration at any meeting of shareholders of the Company (including pursuant to Rule 14a-8 promulgated under the Exchange Act), (iv) 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 or policies of the Company; ; provided, however, that nothing herein will limit the ability of the ▇▇▇▇▇▇▇ Group to nominate a replacement director(s) in accordance with Section 1.02 hereof, (iiv) enter into engage in any joint venturecourse 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, securities lending such restriction shall not apply to any proposals that have been presented to shareholders for a vote prior to the Standstill Termination Date that are related to a merger, acquisition or option agreementdisposition of all or substantially all of the assets of the Company or other business combination involving the Company, put (vi) make any request for any stockholder list or callCompany records, guarantee (vii) form, join, encourage, influence, advise or in any way participate in any “partnership, limited partnership, syndicate or other group” (within the meaning of loans, guarantee Section 13(d)(3) of profits or division of losses or profits, contract, arrangement or understanding with any Person the Exchange Act) with respect to any securities of the Company or otherwise deposit or subject any Subsidiary securities 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 Company to any Voting Stock, voting trust or seek to advise arrangement or influence any person agreement 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 orthereof; provided, except as otherwise provided or contemplated hereinhowever, subject any Voting Stock such restrictions shall not apply to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising “group” comprised solely of the Investor and its Affiliatesall or some lesser number of Holders, (viii) for the purpose of acquiringeffect, holdingseek, voting offer or disposing of Voting Stock propose any tender or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a exchange offer, merger, business combination combination, recapitalization, liquidation or merger other extraordinary transaction involving the Company or any of its Subsidiaries; (viii) publically disclose any intentionsubsidiaries, plan or arrangement inconsistent with the foregoing; (ix) knowingly advisesell, assist offer or encourage agree to sell, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by the Holders to any third party, (x) enter into any discussions, negotiations, arrangements or understandings with any Person other Persons in connection than the Company with respect to any of the foregoing; or (x) request that the Company (, advise, assist, encourage or its respective directors, officers, affiliates, employees seek to persuade or agents), directly or indirectly, amend or waive influence others to take 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 action with respect to such offer any of the foregoing or announce any plan or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection to take any action with a potential business combination or merger transaction with Investor that would result in a Change of Control respect to any of the Company, foregoing or (iiixi) if a Change publicly request any waiver or amendment of Control any of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing provisions.

Standstill. (a) The Investor ▇▇▇▇ agrees that during for a period of three (3) years from the Voting PeriodRetirement Date, no member neither ▇▇▇▇ nor any of his affiliates or persons or entities acting at his direction will, unless specifically invited in writing by the Board of Directors of the Investor Group shall Company, acting by resolution approved by a majority of all members of the Board, directly or indirectly:, in any manner (the obligations pursuant to this Section 8 being, the “Standstill”): A. except for stock acquired pursuant to the Restricted Stock, Restricted Stock Units or exercise of Options or trading of Company stock as part of the routine managing of personal investments for ▇▇▇▇ and his family that are not directed at obtaining a controlling interest in the Company, acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender offer, exchange offer, through the acquisition or control of another person or entity, or otherwise, any direct or indirect beneficial interest in any voting securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of the Company or any of its subsidiaries; B. make, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” (as such term is used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) of proxies or consents to vote, whether subject to or exempt from the proxy rules, or seek to advise, encourage or influence in any manner whatsoever any person or entity with respect to the voting of any voting securities of the Company or any of its subsidiaries; provided, however, that this paragraph and this Section 8 shall not be construed to prevent ▇▇▇▇ from voting shares of Company stock that he controls; C. initiate, propose or “solicit” (as such term is used in the proxy rules of the Securities and Exchange Commission) stockholders of the Company or any of its subsidiaries for the approval of stockholder proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act, or otherwise, or cause or encourage or attempt to cause or encourage others to initiate any such stockholder proposal; otherwise communicate with the Company’s or its subsidiaries’ stockholders or others pursuant to Rule 14a-1(1)(2)(iv) under the Exchange Act in connection with the solicitation of proxies or consents or matters presented to the Company’s or its subsidiaries’ stockholders; D. form, join or 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 the Company or its subsidiaries; E. acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) all or substantially all of the assets, tangible and intangible, of the Company or any of is subsidiaries or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company or any of its subsidiaries; F. except in connection with exercising ▇▇▇▇’▇ stock options or trading of Company stock as part of the routine managing of personal investments for ▇▇▇▇ and his family that are not directed at obtaining a controlling interest in the Company, arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company or any of its subsidiaries; G. otherwise act, alone or in concert with others, to seek to control propose to the management, Board Company or policies any of the Company; (ii) enter into its subsidiaries or any joint venture, securities lending of their respective stockholders or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with make any Person public statement with respect to any securities of the Company merger, business combination, consolidation, sale, tender offer, exchange offer, restructuring, reorganization, dissolution, liquidation, recapitalization 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger transaction involving the Company or any of its Subsidiariessubsidiaries; H. seek, alone or in concert with others, to control, change or influence the management, Board of Directors or policies of the Company or any of its subsidiaries, or otherwise seek, alone or in concert with others, election or appointment to or representation on, or to nominate or propose the nomination of any candidate to, the Board of Directors of the Company or the removal of any member of the Board of Directors of the Company, or propose any matter to be voted upon by the stockholders of the Company or any of its subsidiaries; (viii) publically disclose I. make any publicly disclosed proposal, public statement, public inquiry or public disclosure of any intention, plan plan, or arrangement (whether written or oral) inconsistent with the foregoing;, or make or disclose any request or proposal to amend, waive or terminate any provision of this Standstill or seek permission to or make any public announcement with respect to any provision of the Standstill; or J. announce an intention to do, or to enter into any arrangement or understanding with others (ixwhether written or oral) knowingly to do, or to finance, intentionally advise, enable, assist or encourage any other Persons in connection with others to do any of the foregoing; or (x) request actions restricted or prohibited under clauses A through I of this Standstill, or take any action that might result in 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 having 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 make 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 any of the Companymatters referred to in clauses A through I of this Standstill, (iii) if a Change of Control of or otherwise intentionally take, or solicit, or cause or encourage others to take, any action inconsistent with the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing.

Standstill. (a) The Investor agrees MJNA Parties agree, on behalf of themselves and their respective affiliates and associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that during the Voting Periodthey will not (and they will not assist or encourage others to), no member of the Investor Group shall directly or indirectly, in any manner, without prior written approval of the Board of Directors of CannaVest: (i) make, engage in, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” or consents to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise, encourage, or influence in any manner whatsoever any person with respect to the voting of any securities of CannaVest; (ii) form, join, encourage, influence, advise or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act (other than a group involving solely the MJNA Parties) with respect to any securities of CannaVest (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the membership of the group involving the MJNA Parties as long as any additional member(s) acknowledges and agrees to be bound by the terms of this Agreement) or otherwise in any manner agree, attempt, seek or propose to deposit any securities of CannaVest in any voting trust or similar arrangement, or subject any securities of CannaVest to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (iii) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender, exchange or otherwise, (a) any of the loans, debt securities, equity securities or assets, tangible and intangible, of CannaVest or (b) direct or indirect rights, warrants or options to acquire any of the foregoing; (iv) otherwise act, alone or in concert with others, to seek to offer to CannaVest or any of its stockholders any merger, tender offer, exchange offer, business combination, restructuring, recapitalization, liquidation or any transaction similar thereto with or involving CannaVest or any of its subsidiaries or otherwise seek, alone or in concert with others, to control or change the management, Board of Directors or policies of CannaVest or nominate any person as a director of CannaVest who is not nominated by the Company; then incumbent directors (ii) enter into provided that if there is a vacancy on the CannaVest Board of Directors, and 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 MJNA Party continues to any securities of own the Company Stock or any Subsidiary other common stock 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 SharesCannaVest, 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 MJNA Parties may submit suggestions on a confidential basis to the CannaVest Board (and, if of Directors or nominees to the Board rejects that offer of Directors), or propose any matter to be voted upon by the stockholders of CannaVest; (v) seek the removal of any member of the Board, conduct a referendum of stockholders or make a request for any stockholder list or other CannaVest books and records; (vi) take any action in support of or make any proposal or fails request that constitutes: (a) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of CannaVest; (b) seeking to have CannaVest waive or make amendments or modifications to CannaVest’s Certificate of Incorporation or Bylaws, or other actions, that may impede or facilitate the acquisition of control of CannaVest by any person; (c) causing a class of securities of CannaVest to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (d) causing a class of securities of CannaVest to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (vii) enter onto a binding agreement into any discussions, negotiations, agreements or understandings with any Third Party with respect to such offer any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement or proposal within 30 dayswith respect to, making a or seek to effect any of the foregoing, or otherwise take or cause any action or make any statement, proposal, public announcement regarding such or offer inconsistent with any of the foregoing; (viii) propose a director or proposalslate of directors in opposition to a nominee or slate of nominees proposed by the management or Board of Directors of CannaVest; (ix) enter into or seek or propose to enter into any agreement with CannaVest that substantially limits the discretion of CannaVest’s management over major policies and decisions, including, but not limited to, policies or decisions about employing and compensating executive officers; engaging in new business lines; raising additional debt or equity capital; merging or consolidating with another firm; or acquiring, selling, leasing, transferring, or disposing of material assets, subsidiaries, or other entities, provided however, discussions with a member of the Board of Directors in connection with a potential business combination proposal to enter into any agreement in an effort to seek Board of Director approval shall not be deemed a violation of this Section 1(a)(ix); and (x) announce an intention to do, or merger transaction enter into any arrangement or understanding with Investor that would result in a Change of Control others to do, or propose or seek to effect any of the Companyactions restricted or prohibited under clauses (i) through (ix) of this Section 1, or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Section 1. Nothing in this Agreement shall prevent the MJNA Parties from selling or disposing of the Stock, in whole or in part, in one transaction or series of transactions, to third parties who are not Affiliates, whether by private sale(s) or open market transaction(s), and such third parties shall not be governed by this Agreement so long as none of the MJNA Parties retain any legal or beneficial ownership or voting rights of such Stock. (b) At any CannaVest annual meeting of stockholders during the Standstill Period, the MJNA Parties agree (1) to vote all shares of the Stock they or any of them legally or beneficially own in favor of the nominees for election or reelection as director of CannaVest selected by the Board of Directors of CannaVest and agree otherwise to support such director candidates, and (2) with respect to any other proposal submitted by any CannaVest stockholder to a vote of the CannaVest stockholders, to vote all of the Stock they legally or beneficially own in accordance with the recommendation of the CannaVest Board of Directors with respect to any such stockholder proposal. Notwithstanding the foregoing, the MJNA Parties shall have no obligation to vote the shares of Stock they or any of them legally or beneficially own in favor of any recommendation of the CannaVest Board of Directors, and are free to vote the shares of Stock they or any of them legally or beneficially own either for or against any recommendation of the Board of Directors of CannaVest, that specifically relates to any of (i) the sale or other conveyance of all or substantially all of the assets of CannaVest, (ii) the acquisition of CannaVest by another entity by means of any transaction or series of related transactions, and (iii) if a Change any go-private transaction or similar transaction that would cause the common stock of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall CannaVest to 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 filingde-listed.

Standstill. From the date of this Agreement until the Expiration Date or until such earlier time as the restrictions in this paragraph 13 terminate as provided herein (such period, the “Restricted Period”), the Investors will not, and will cause their respective Affiliates and their respective principals, directors, general partners, officers, employees, and agents and representatives acting on their behalf (collectively, the “Restricted Persons”) not to, directly or indirectly, absent prior express written invitation or authorization by the Board: (a) The Investor agrees engage in any “solicitation” (as such term is defined under the 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, 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 or in conducting any type of referendum, binding or non-binding, (other than such encouragement, advice or influence that during the Voting Periodis consistent with Company management’s recommendation in connection with such matter); (c) form, no member join or act in concert with any partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Investor Group shall Exchange Act with respect to any Voting Securities, other than solely with other Affiliates of the Investors with respect to Voting Securities now or hereafter owned by them; (d) acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any Third Party in the acquisition of, any Voting Securities of the Company, or rights or options to acquire any Voting Securities of the Company if such acquisition would result in the Investors having beneficial ownership of more than 4.99% of the Company’s outstanding common stock; (e) make or in any way participate, directly or indirectly:, in any tender offer, exchange offer, merger, consolidation, acquisition, business combination, sale of a division, sale of substantially all assets, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any of its subsidiaries or its or their securities or assets (each, an “Extraordinary Transaction”) (it being understood that the foregoing shall not restrict the Investors 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; (f) enter into a voting trust, arrangement or agreement or subject any Voting Securities to any voting trust, arrangement or agreement, in each case other than solely with other Affiliates of the Investors, with respect to Voting Securities now or hereafter owned by them and other than granting proxies in solicitations approved by the Board; (g) (i) actseek, alone or in concert with others, to seek to control election or appointment to, or representation on, the management, Board or policies nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as set forth herein, (ii) seek, alone or in concert with others, the removal of any member of the Board; or (iii) conduct a referendum of stockholders; (h) make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (i) make any request for stock list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or other statutory or regulatory provisions providing for shareholder access to books and records; (j) except as set forth herein, make any public proposal with respect to (i) any change in the number or term of directors or the filling of any vacancies on the Board, (ii) any material change in the capitalization of the Company; , (iiiii) enter into any joint ventureother material change in the Company’s management, securities lending business or option agreementcorporate structure, put (iv) any waiver, amendment or callmodification to the Company’s Certificate of Incorporation or Bylaws, guarantee or other actions which may impede the acquisition of loanscontrol of the Company by any person, guarantee (v) causing a class of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any Subsidiary securities exchange or (vi) causing a class of equity securities of the CompanyCompany to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (iiik) acquire additional shares of Voting Stock without the consent of the Boardinstitute, except for the Warrant Shares; (iv) solicit solicit, assist or participate in the solicitation of proxies with respect to join any Voting Stocklitigation, arbitration or seek to advise other proceeding against or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiariescurrent or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this paragraph 13; provided, however, that for the avoidance of doubt the foregoing shall not prevent any Restricted Person 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 a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or the topics covered in the correspondence between the Company and the Restricted Persons prior to the date hereof, or (D) exercising statutory appraisal rights; provided, further, that the foregoing shall also not prevent the Restricted Persons from responding to or complying with a validly issued legal process; (viiil) publically disclose enter into any intentionnegotiations, plan agreements or arrangement inconsistent with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection understandings with any of Third Party to take any action that the foregoingInvestors are prohibited from taking pursuant to this paragraph 13; or (xm) make any request that the Company (or its respective directors, officers, affiliates, employees or agents)submit any proposal, directly or indirectly, to amend or waive any provision the terms of this Section 4.9(a) Agreement, in each case which would reasonably be expected to result in a manner that requires public disclosure announcement of such requestrequest or proposal; provided, that (A) the 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 Designee or New Directors and otherwise constitute the Board in accordance with paragraph 1, a failure to form the Financial Policy Committee in accordance with paragraph 2, a failure to appoint a replacement in accordance with paragraph 6, or a failure to issue the Company Press Release in accordance with paragraph 12) , upon five (5) business days’ prior written notice by the Investors following any such material breach of this Agreement by the Company if such breach has not been cured within such notice period, provided that the Investors are not in material breach of this Agreement at the time such notice is given, (ii) such time as the Company files its definitive proxy statement with the SEC for the 2017 Annual Meeting or 2018 Annual Meeting that does not comply with the terms of this Agreement, (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, (iv) the commencement of any tender or exchange offer (by a person other than the Investors or their 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 or (v) the adoption by the Board of any amendment to the Charter 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 (B) nothing contained in this paragraph 13 shall prevent the Investors from making (i) 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 nothing in this Agreement shall prevent the Company from responding to such statements, subject to the obligations of the parties under paragraph 14 or (ii) 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 Investors or any of their Affiliates). Notwithstanding anything to the contrary in this Agreement, (i) the prohibitions nothing in this Article IV paragraph 13 shall not affect prohibit or restrict 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 Investor Designee or either of the Investor Group New Directors from making exercising his or disclosing any offer or proposal on her rights and fiduciary duties as a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control director of the Company or (y) a third party has made a public offer restrict his or proposal (including a tender her discussions solely among other members of the Board and/or management, advisors, representatives 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 agents 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. Each Purchaser hereby agrees that, 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 its or their directors, officers, partners, managers or employees to, in any manner, directly or indirectly: (i) effect or seek, initiate, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in 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 respect to the Company; or any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company, provided, however, that notwithstanding the foregoing, nothing in this clause (i) shall prevent or limit (a) The Investor agrees that during the Voting Period, no member ability of any director of the Investor Group shall directly Company that is affiliated with such Purchaser to acquire, exercise or indirectly: 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 employees) from purchasing equity or equity linked securities of the Company representing in the aggregate, together with the Underlying Securities, up to 20% of the outstanding Common Stock on a Fully-Diluted Basis in the aggregate for the Purchasers and their Affiliates; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to any securities of the Company that seeks to do any of the actions prohibited by clause (i) above; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; , provided, however, that notwithstanding the foregoing, nothing in this clause (iiiii) enter into shall prevent or limit the ability of any joint venturedirector of the Company that is affiliated with such Purchaser to serve as a director, securities lending or option agreement, put perform his 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 her duties as a director of the Company or any Subsidiary related activities of the Company; (iii) acquire additional shares such Purchaser’s officers, employees or representatives in support of Voting Stock without the consent of the Board, except for the Warrant Shares; such director; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would could reasonably be expected to require force the Company to make a public announcement regarding the possibility of a business combination 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 types of matters set forth in this Section 6.8 (x) request that other than actions taken by a director of the Company in the performance of his or her duties as such); or (v) enter into any agreements, discussions or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive arrangements with 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 third party 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 any of the Company, foregoing (iii) if other than ordinary course discussions by a Change of Control director of the Company has occurred, then in the provisions performance of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force his or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 (ivher duties as such), 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. Each Seller and the persons signing as Additional Signatories below, each individually and on its own behalf, agree that, from and after the execution hereof, neither such Seller nor such Additional Signatory nor any of their respective Affiliates or Associates (aas defined in the Poison Pill) The Investor agrees that during (the Voting Period"Covered Persons") will, no member nor will they authorize or permit any of the Investor Group shall their respective representatives in their capacity as such to: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly: , by purchase or otherwise, or become the Beneficial Owner of, any units or other interest in the Partnership or direct or indirect rights to acquire any units or other interest in the Partnership (including in all cases equity securities and securities convertible into equity securities); provided, however, that neither Sellers nor the Additional Signatories shall be in violation of this subclause (i) actif a Covered Person acquired, alone offered to acquire or agreed to acquire, or became the Beneficial Owner of, units or other interests in concert with othersthe Partnership without the knowledge of Sellers or the Additional Signatories, to seek to control as the managementcase may be; provided further, Board however, that if Sellers or policies the Additional Signatories become aware of such acquisition, offer or agreement, Sellers or the Company; Additional Signatories shall use reasonable best efforts to, or cause the Covered Persons to, sell, transfer or otherwise dispose of such units or other interest in the Partnership; (ii) enter into make, or in any joint ventureway participate in, securities lending directly or option agreementindirectly, put or call, guarantee any "solicitation" of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities "proxies" (as such terms are used in the rules of the Company or any Subsidiary of the Company; (iiiSecurities Exchange Commission) 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 Stockvote, or seek to advise or influence any person or entity with respect to the voting of of, any Voting Stock units (other than the Units beneficially owned by Sellers immediately after the Closing) or other interest in the Partnership; provided, however, that neither Sellers nor the Additional Signatories shall be in violation of this subclause (ii) if a Covered Person discusses the Partnership or voting matters related to any units or other interest in the Partnership, (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization, liquidation, dissolution or other extraordinary transaction of or involving units or other interest in the Partnership, (iv) form, join or in any way participate in a "group" (as otherwise provided defined in Section 13(d)(3) of the Securities Exchange Act of 1934) in connection with any units or contemplated other interest in the Partnership (other than to the extent it may be deemed to be part of a "group" with Purchaser by virtue of having entered into this AgreementAgreement or by virtue of the Units which will continue to be or were previously beneficially owned by Sellers); , or (v) deposit enter into any Voting Stock in a voting trust orwritten arrangements, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement understandings or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiringwith, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with the foregoing; (ix) knowingly actively advise, assist or encourage encourage, any other Persons persons in connection with any of the foregoing; or (x) request provided that the Company foregoing shall not limit the right of Sellers to prosecute, in its discretion and at its sole cost and expense, the existing litigation entitled Gotham Partners, L.P. v. Hallwood Realty Partners, et al. (Civ. Act. No. 15754NC) and an▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇om. Irreparable harm shall be presumed if any Person breaches any term or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision of this Section 4.9(a) Article VI. Accordingly, Sellers and the Additional Signatories agree that Purchaser shall be entitled to an injunction and other equitable relief, without posting any bond or security in a manner that requires public disclosure connection therewith, to prevent the breach of such request. Notwithstanding anything to the contrary in this Agreement, (i) the prohibitions in this Article IV VI. The equitable remedies contemplated hereby shall not affect the Investor’s ability be deemed to hold the Shares, the Warrants and the Warrant Shares, (ii) the provisions be exclusive remedies for a breach of Section 4.8 and this Section 4.9 shall not prohibit any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor Agreement but shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement in addition to effect a Change of Control of the Company all other remedies available at law 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 filingequity.

Standstill. ▇▇▇▇▇▇ agrees that beginning on the date of this Agreement and continuing for twenty-four (24) months after the date on which the parties terminate discussions concerning a potential transaction (the “Standstill Period”), neither Bidder nor any of its affiliates or representatives will in any manner, directly or indirectly, unless specifically invited in writing by the Client’s Board of Directors: (a) The Investor agrees that during the Voting Periodoffer, no member of the Investor Group shall directly seek, effect or indirectly: propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other person to offer, seek, effect or propose (whether publicly or otherwise) to effect or participate in (i) actany acquisition of beneficial ownership of any securities issued by Client or its affiliates or any of Client’s or its affiliates’ assets; (ii) any tender or exchange offer, alone merger or other business combination involving Client or its affiliates; (iii) any recapitalization, restructuring, liquidation, dissolution or other similar transaction with respect to Client or its affiliates; or (iv) any “solicitation” of “proxies” (as those terms are used in concert with others, to seek to control the management, Board or policies proxy rules of the CompanySecurities and Exchange Commission) to vote, or refrain from voting, any voting securities issued by Client or to solicit any consents of the stockholders of Client or its affiliates; (iib) enter into form, join or in any joint ventureway participate in a “group” (as defined in the Securities Exchange Act of 1934, 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 as amended) with respect to any securities issued by Client or its affiliates, or otherwise seek, alone or together with other persons, to control or influence the management, Board of the Company Directors or any Subsidiary policies of the CompanyClient or its affiliates; (iiic) acquire additional shares make any public announcement with respect to, or submit an unsolicited proposal for or offer of Voting Stock (with or without the consent of the Boardcondition), except for the Warrant Sharesany extraordinary transaction involving Client or its securities or assets; (ivd) solicit take any action that could require Client or participate its affiliates to make a public announcement regarding any of the types of transactions or matters set forth 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 paragraph (other than as otherwise provided or contemplated by this Agreementa); (ve) deposit agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any Voting Stock action referred to in a voting trust clauses (a), (b), (c), or (d); (f) assist, advise, induce or encourage any other person to take any action of the type referred to in clauses (a), (b), (c), (d), or (e); or, except as otherwise provided (g) enter into any discussion or contemplated herein, subject any Voting Stock to any arrangement or agreement arrangements with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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) . ▇▇▇▇▇▇ also agrees during the Standstill Period not to request that the Company Client (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, to amend or waive any provision of this Section 4.9(a) 8 (including this sentence). Bidder further agrees that unless otherwise directed by Client in a manner that requires public disclosure of such request. Notwithstanding anything to the contrary in this Agreement, writing (i) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Shares, the Warrants and the Warrant Sharesall communications with Client regarding a Possible Transaction, (ii) the provisions of Section 4.8 requests for additional information, facility tours, or management meetings, and this Section 4.9 shall not prohibit any member of the Investor Group from making (iii) discussions 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 questions regarding procedures with respect to such offer a Possible Transaction, will be submitted or proposal within 30 daysdirected by Bidder or its representatives only to FOCUS Investment Banking LLC (“FOCUS”), making as Client’s financial advisor, or a person or persons designated in writing by FOCUS. The provisions of this Section 8 shall terminate upon the public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor by Client that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company it has entered into a definitive agreement providing for the Possible Transaction with any agreement to effect a Change person or persons. The expiration of Control this Section 8 shall not terminate or otherwise affect any 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 other provisions of Section 4.7, Section 4.8 and this Section 4.9 for the pendency of such letter 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. (a) The Investor ▇▇▇▇▇▇▇ hereby agrees that during until the Voting Periodearlier of (x) such time, no member if any, as ▇▇▇▇▇▇▇ beneficially owns less than 17.0% of the Investor Group shall directly then issued and outstanding shares of New Common Stock for a period of 30 consecutive days and (y) the Termination Date, neither ▇▇▇▇▇▇▇ nor any of its Affiliates will, acting alone, as part of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or indirectlyotherwise in concert with any other Person, unless specifically requested in writing by the Board on an unsolicited basis: (i) actafter the Purchase Period (as defined below), alone acquire, or in concert with othersagree to acquire, offer to acquire, or seek or propose to control the management, Board acquire beneficial ownership of any New Common Stock or policies of the Company;any rights or options to acquire any New Common Stock (including from a third Person); or (ii) enter into any joint ventureinitiate, securities lending or option agreementpropose, put or callfinance, negotiate, seek to effect, guarantee the financing of, assist any other Person in obtaining financing for, or knowingly cause (1) any proxy contest or other proposal to obtain board representation, (2) any stockholder proposal, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise or (3) any Change of loansControl Transaction, guarantee except that ▇▇▇▇▇▇▇ may do any of profits or division of losses or profits, contract, arrangement or understanding with any Person the foregoing with respect to any securities a proposed Change of Control Transaction if such proposed Change of Control Transaction is subject to the Company or any Subsidiary of the Company;voting requirements set forth in Section 2(b); or (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 a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), “solicit” (within the meaning of Rule 14a-1(l) under the Exchange Act) any Voting Stockproxies to vote, or seek to advise or influence any person other Person with respect to the voting of any Voting Stock Securities on any of the matters set forth in Section 3(a)(ii); or (other than as otherwise provided iv) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), take any action that would require the Company under applicable law, rule or contemplated by this Agreementstock exchange policy to make a public announcement regarding any of the matters set forth in Section 3(a)(ii);; or (v) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), form, join or participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities; or (vi) nominate an individual or individuals for election to the Board at any meeting (or by written consent in lieu of a meeting) of stockholders of the Company, other than as expressly provided in this Agreement with respect to the ▇▇▇▇▇▇▇ Nominee, or effect or attempt to effect the removal of any members of the Board (other than the ▇▇▇▇▇▇▇ Nominee); provided, that compliance by ▇▇▇▇▇▇▇ with the provisions of Sections 1 or 2(b) shall not constitute a violation of this provision; or (vii) other than as expressly provided in this Agreement with respect to the ▇▇▇▇▇▇▇ Nominee, directly or indirectly seek to elect, appoint or otherwise place (or seek to have elected, appointed or otherwise placed) a representative of ▇▇▇▇▇▇▇ on the Board, it being the express agreement of ▇▇▇▇▇▇▇ and the Company that ▇▇▇▇▇▇▇ shall be entitled to only one seat on the Board, subject to the conditions set forth in this Agreement, prior to the Termination Date; or (viii) seek to call, or to request the call of, a special meeting of the stockholders of the Company; or (ix) deposit any Voting Stock in securities of the Company into a voting trust ortrust, except as otherwise provided or contemplated herein, subject any Voting Stock securities of the Company to any agreement or arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group securities (other than pursuant to Section 2 of this Agreement), or other agreement or arrangement having similar effect to which, in each case, a group comprising solely Person who is not an Affiliate of ▇▇▇▇▇▇▇ is a party; or (x) execute any written stockholder consent with respect to the Company, except in accordance with Section 2 of this Agreement; or (xi) except with respect to a proposed Change of Control Transaction expressly subject to the voting requirements set forth in Section 2(b), seek or request permission to do any of the Investor and its Affiliatesforegoing, make, initiate, take or participate in any demand, request, action (legal or otherwise) for the purpose or proposal to amend, waive or terminate any provision of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities;this Agreement; or (viixii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with the foregoing;. (ixb) knowingly advise, assist or encourage any other Persons in connection with any of Notwithstanding 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 foregoing provisions of this Section 4.9(a) in a manner that requires public disclosure of such request. Notwithstanding anything 3, the parties to the contrary in this Agreement, Agreement acknowledge and agree that: (i) at any time prior to September 30, 2010 (the prohibitions “Purchase Period”), ▇▇▇▇▇▇▇ may acquire beneficial ownership of additional shares of New Common Stock; provided, that in no event, before, during or after the Purchase Period, may ▇▇▇▇▇▇▇ acquire or beneficially own in excess of 45% of the shares of New Common Stock then issued and outstanding (inclusive of the shares of New Common Stock issued to ▇▇▇▇▇▇▇ by the Company on the Effective Date in exchange for all of the Class 3 and Class 4 claims of ▇▇▇▇▇▇▇ pursuant to the Plan); provided further, that ▇▇▇▇▇▇▇ may acquire beneficial ownership of additional shares of New Common Stock (including after the Purchase Period) pursuant to ▇▇▇▇▇▇▇’▇ exercise of its preemptive rights set forth in Section 11, subject to the 45% beneficial ownership limitation set forth above in this Article IV shall not affect the Investor’s ability to hold the Shares, the Warrants and the Warrant Shares, Section 3(b)(i); (ii) the provisions of Section 4.8 and this Section 4.9 3(a) shall not prohibit any member restrict the actions 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 ▇▇▇▇▇▇▇ taken in 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 of a Change of Control Transaction the terms of which require as a condition to consummation of such Change of Control Transaction compliance with the Companyapplicable voting restrictions set forth in Sections 2(b)(ii), (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or and which condition is not waived); and (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 (viii) the provisions of Section 4.8 and this Section 4.9 shall 3(a) will not prohibit limit in any respect ▇▇▇▇▇▇▇’▇ ability to privately make proposals to the Investor from disclosing the acquisition Board with respect to any of the Sharesactions, Warrants and Warrant Shares hereunder on Form 13D activities, or Form 13G, provided that the Investor shall give the Company prior notice of such filingmatters otherwise restricted by Section 3(a).

Standstill. If (ax) The Investor agrees that during this Agreement is terminated by either Parent or the Voting PeriodCompany in accordance with the terms of Section 9.1(i), no member (iii) or (iv), (y) such termination was not related to the material breach by the Company of any of its representations, warranties, covenants or agreements set forth herein, and (z) Merger Subsidiary fails to exercise the Option (defined in the Stockholder Option Agreement) prior to the expiration thereof, neither Parent, Merger Subsidiary nor any subsidiary of either of them shall for a period of two years following such expiration (i) acquire, offer to acquire or agree to acquire directly or indirectly by purchase or otherwise any voting securities of the Investor Group shall Company, (ii) make or in any way participate directly or indirectly: , in any "solicitation" of "proxies" to vote (i) act, alone or in concert with others, to seek to control such terms as used in the management, Board or policies proxy rules of the Company; (iiSEC) 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 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 or entity with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 securities of the Company, (iii) if form, join or in any way participate in a Change "group" within the meaning of Control Section 13(d)(iv) of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into Exchange Act with respect to any agreement to effect a Change of Control voting securities of the Company or (yiv) a third party has made a public offer otherwise act alone or proposal (including a tender in concert with others to seek to control or exchange offer) influence the management, Board of Directors, or publicly announced an intention to make any such offer or proposal that would, if consummated, result in a Change of Control policies of the Company. Notwithstanding anything to the contrary set forth herein, thenas of the date of this Agreement, in each case in Section 9 of the Confidentiality Agreement is hereby terminated and of no further force or effect. The parties hereto have caused this clause Agreement to be duly executed by their respective authorized officers as of the day and year first above written. SHERIDAN ENERGY, INC. By: -------------------------------------------- Name: Title: CALPINE CORPORATION By: -------------------------------------------- Name: Title: CPN SHERIDAN, INC. By: -------------------------------------------- Name: Title: ANNEX I Notwithstanding any other provision of the Offer, Parent and Merger Subsidiary shall not be required to accept for payment or (ivsubject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Subsidiary's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer)) to pay for any Shares, and may terminate the Offer, if (i) by the expiration of the Offer, 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 Minimum Condition shall not prohibit have been satisfied, or (ii) at any time on or after August 25, 1999 and prior to the Investor from disclosing acceptance for payment of Shares pursuant to the acquisition Offer, any 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.following conditions exist:

Standstill. You agree that for a period of eighteen (18) months from and after the date hereof (the “Standstill Period”), neither you nor any of your Representatives shall (and you shall cause your Representatives not to), directly or indirectly, or directly or indirectly instruct others to (including, without limitation, by directing, assisting, inducing, proposing to, encouraging, requesting or suggesting that any other person do so), unless specifically invited in writing by the Intralinks’ Board of Directors: (a) The Investor agrees that during the Voting Periodeffect or seek, no member of the Investor Group shall directly offer or indirectly: propose (whether publicly or otherwise and whether or not subject to conditions) to effect, or announce any intention to effect or cause or participate in or in any way knowingly assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in: (i) obtaining any economic interest in, or the acquiring of, any right to direct the voting or disposition of or any other right with respect to, any securities or other obligations of Intralinks or any of its subsidiaries (directly or by means of any Derivative Securities (as defined below)), 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 (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 promulgated under the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise; (ii) any tender or exchange offer for securities of Intralinks or any of its subsidiaries, or any merger, consolidation, business combination or acquisition or disposition of assets of Intralinks or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction with respect to Intralinks or any of its subsidiaries; or (iv) any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A of the Exchange Act) or consents to vote (whether or not related to the election or removal of directors) with respect to any voting securities of Intralinks or any of its subsidiaries, or the initiation, proposal, encouragement or solicitation of stockholders of Intralinks or any of its subsidiaries for the approval of any stockholder proposals with respect to Intralinks or any of its subsidiaries, or the solicitation, advisement or influence of any person with respect to the voting of any voting securities of Intralinks or any of its subsidiaries; (b) deposit any shares of common stock or other voting securities of Intralinks or any of its subsidiaries in a voting trust or subject shares of common stock or other voting securities of Intralinks or any of its subsidiaries to a voting agreement or other agreement or arrangement with respect to the voting of such shares or securities, including, without limitation, lend any securities of Intralinks or any of its subsidiaries to any person for the purpose of allowing such person to vote such securities in connection with any stockholder vote or consent of Intralinks or any of its subsidiaries; (c) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act with respect to any securities of Intralinks or any of its subsidiaries or otherwise in connection with any of the foregoing; (d) (i) call or seek to call any meeting of stockholders of Intralinks or any of its subsidiaries, including by written consent, or provide to any third party a proxy, consent or requisition to call any meeting of stockholders of Intralinks or any of its subsidiaries, (ii) seek to have the stockholders of Intralinks or any of its subsidiaries authorize or take corporate action by written consent without a meeting, solicit any consents from stockholders or grant any consent or proxy for a consent to any third party seeking to have the stockholders authorize or take corporate action by written consent without a meeting, (iii) seek representation on the Board of Directors of Intralinks or any of its subsidiaries, (iv) seek the removal of any member of Board of Directors of Intralinks or any of its subsidiaries, (v) conduct a referendum of stockholders of Intralinks or any of its subsidiaries or (vi) make a request for a stockholder list or other similar records of Intralinks or any of its subsidiaries; (e) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the 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 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company Intralinks or any of its Subsidiariessubsidiaries; (viiif) publically disclose any intention, plan or arrangement inconsistent with the foregoing; (ixg) knowingly adviseinstigate, encourage, join, act in concert with or assist (including, but not limited to, providing or encourage assisting in any other Persons way in connection with the obtaining of financing for, or acting as a joint or co-bidder for Intralinks or any of its subsidiaries with) any third party to do any of the foregoing; (h) take any action that could reasonably be expected to require Intralinks or any of its subsidiaries to make a public announcement regarding the possibility of any of the events described in this paragraph; or (xi) request that the Company (Intralinks or its Board of Directors or any of their respective directors, officers, affiliates, employees or agents), directly or indirectly, representatives amend or waive any provision of this paragraph (including this sentence) or for the Board of Directors of Intralinks to specifically invite you or any of your Representatives to take any of the actions prohibited by this paragraph; provided, however, that the restrictions set forth in this Section 4.9(a9 shall terminate immediately upon (A) the public announcement by Intralinks that it has entered into a definitive agreement with a third party for a transaction involving the acquisition of more than 50% of the outstanding equity securities of Intralinks or all or substantially all of the assets (on a consolidated basis) of the Intralinks or (B) any person or group publicly announces or commences a tender or exchange offer to acquire voting securities of Intralinks, that, if successful, would result in such person or group beneficially owning more than 50% of the then outstanding voting securities of Intralinks, and Intralinks files a manner Schedule 14D-9 with respect to such tender or exchange offer that requires public disclosure recommends that Intralinks’ stockholders accept such offer. The expiration of such requestthe Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything You represent and warrant to the contrary in Company that, as of the date of this Agreement, other than interests in any Index Funds, neither you nor any of your affiliates, directly or indirectly, (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 own of Section 4.8 and this Section 4.9 shall not prohibit record or beneficially any member of the Investor Group from making Voting Securities 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 Derivative Securities of the Company, (iiiii) if a Change of Control of possess or have the Company has occurredright to possess any economic interest, then any right to direct the provisions of Section 4.7voting or disposition of, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewithany other right with respect to, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company securities 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 Derivative Securities of the Company, then, in each case 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 (whether or not within your control) pursuant to any agreement, arrangement or understanding (whether or not in this clause writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (ivas such term is used in Rule 13d-3 promulgated under the Exchange Act), or (iii) have entered into any arrangements, agreements or understandings with any other person that, if entered into following the Company and the Investor shall be released from the provisions date of Section 4.7this Agreement, Section 4.8 and would violate 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 filing9.

Standstill. (a) The Investor agrees that during From and after the Voting Period, no member Closing until the fourth (4th) anniversary of the Investor Group Closing Date (the “Initial Standstill Period”), unless otherwise approved, or an exemption or waiver is otherwise approved, by the Unaffiliated Directors, Theta shall not, and shall cause each of its Affiliates not to, directly or indirectly: (i) act, alone or in concert with othersany other Person, except as otherwise expressly set forth in this Section 4.1(a): (i) offer to seek acquire or agree to control acquire Beneficial Ownership of any Company Shares in addition to any Company Class B Shares acquired at Closing, except (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations, (B) acquisitions of Company Ordinary Shares or Company ADSs up to the managementShareholder Ownership Cap if such Company Ordinary Shares or Company ADSs are converted to Company Class B Shares in accordance with Section 5.2(b), Board or policies (C) acquisitions or purchases of the CompanyCompany Shares pursuant to and in accordance with Article VI; (ii) enter into acquire, offer to acquire or agree to acquire 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 assets of the Company or any Subsidiary of its Subsidiaries that are material to the operations, financial condition or prospects of the CompanyCompany and its Subsidiaries, taken as a whole; (iii) induce or attempt to induce any third party (it being understood that a “third party” shall exclude Affiliates of Theta, which shall be subject to the restrictions under clause (i) above) to propose or offer to acquire additional shares Beneficial Ownership of Voting Stock without Company Shares (other than the consent of Company Shares held by the Board, except for Shareholder Group as and to the Warrant Sharesextent permitted in accordance with Section 4.2); (iv) solicit seek the election, appointment or participate removal of any Directors or seek a change in the solicitation composition or size of proxies with respect to any Voting Stockthe Board (in each case, other than through the appointment or seek to advise or influence any person with respect to the voting removal of any Voting Stock (other than as otherwise provided or contemplated by this AgreementShareholder Designee); (v) except (A) as otherwise required by applicable Law or (B) in case of a proposed Directed Issue, make or cause to be made any press release or similar public announcement or public communication relating to the way it intends to, or does, vote its Company Shares at any meeting of the shareholders of the Company or in connection with any action by written consent at or in which Company Shares are entitled to vote; (vi) deposit any Voting Stock in Company Shares into a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock Company Shares to any proxy, arrangement or agreement with any third party with respect to the voting of such Voting Stock; any Company Shares or other agreement having a similar effect (provided that nothing in this clause (vi) join a 13D Group shall be interpreted as (other than a group comprising solely of the Investor A) preventing Theta and its AffiliatesAffiliates from voting its Company Shares, whether in person or by proxy, as it determines in its sole discretion, or (B) for restricting the purpose rights of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible SecuritiesTheta under Section 4.2); (vii) take other than as permitted under the foregoing clause (v), initiate, propose or otherwise solicit shareholders for the approval of any action which would reasonably shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any solicitation of proxies to vote, or seek to influence any Person with respect to the voting of, any Voting Securities (provided that nothing in this clause (vii) shall be expected to require the interpreted as preventing Theta and its Affiliates from voting its Company to make a public announcement regarding the possibility of a business combination Shares, whether in person or merger involving the Company or any of by proxy, as it determines in its Subsidiariessole discretion); (viii) publically disclose publicly call or publicly requisition a call for any intentiongeneral, plan special or arrangement extraordinary meeting of the Company’s shareholders (other than pursuant to Section 4.2(e)); (ix) make any public statement or disclosure inconsistent with the foregoing; (ixx) knowingly assist, advise, assist induce or encourage attempt to induce (or provide any other Persons in connection with confidential information of the Company or any of its Subsidiaries for the purpose of assisting, advising, inducing or attempting to induce) any third party to take, or take any affirmative action to do, any of the foregoing; or (xxi) request propose or seek an amendment or waiver of any of the provisions of this Section 4.1(a). (b) From and after the Initial Standstill Period to the date that the Shareholder Group ceases to Beneficially Own any Company Class B Shares (the “Subsequent Standstill Period”), unless otherwise approved, or an exemption or waiver is otherwise approved, by the Unaffiliated Directors, Theta shall not, and shall cause each of its respective directors, officers, affiliates, employees or agents)Affiliates not to, directly or indirectly, amend alone or waive in concert with any provision of other Person, except as otherwise expressly set forth in this Section 4.9(a4.1(b): (i) seek the election, appointment or removal of any Directors or seek a change in the composition or size of the Board (in each case, other than through the appointment or removal of any Shareholder Designee); (ii) deposit any Company Shares into a manner that requires public disclosure voting trust or subject any Company Shares to any proxy, arrangement or agreement with respect to the voting of such requestany Company Shares or other agreement having a similar effect with respect to any matter on which the Company Class B Shares are not entitled to vote pursuant to Section 10 of the Articles of Association (provided that nothing in this clause (iii) shall be interpreted as (A) preventing Theta and its Affiliates from voting its Company Shares, whether in person or by proxy, as it determines in its sole discretion or (B) restricting the rights of Theta under Section 4.2); (iii) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any solicitation of proxies to vote, or seek to influence any Person with respect to the voting of, any Voting Securities with respect to (A) any matter on which the Company Class B Shares are not entitled to vote pursuant to Section 10 of the Articles of Association, or (B) any proposal by Theta or its Affiliates to effect a Company Change of Control (provided that nothing in this clause (iv) shall be interpreted as preventing Theta and its Affiliates from voting its Company Shares, whether in person or by proxy, as it determines in its sole discretion); (iv) publicly call or publicly requisition a call for any general, special or extraordinary meeting of the Company’s shareholders with respect to (A) any matter on which the Company Class B Shares are not entitled to vote pursuant to Section 10 of the Articles of Association (other than pursuant to Section 4.2(e)), or (B) any proposal by Theta or its Affiliates to effect a Company Change of Control; or (v) make any public statement or disclosure inconsistent with the foregoing. Notwithstanding anything to the contrary in this Agreementthe foregoing, during the Subsequent Standstill Period the Shareholder Group shall be permitted to offer to acquire, agree to acquire or acquire Beneficial Ownership of any Company Shares in addition to any Company Class B Shares acquired at Closing in the following circumstances (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations, (B) acquisitions of Company Ordinary Shares or Company ADSs up to the Shareholder Ownership Cap if such Company Ordinary Shares or Company ADSs are converted to Company Class B Shares in accordance with Section 5.2(b), (C) acquisitions or purchases of Company Shares pursuant to and in accordance with Article VI and (D) in connection with an offer to acquire all of the outstanding Capital Stock of the Company, including the taking of any preparatory measures in connection with such offer, including obtaining undertakings from the Company’s shareholders to sell their shares in connection with such offer (such offer together with any preparatory measures, a “Shareholder Group Tender Offer”); provided, that Theta and its Affiliates shall have consulted with the Unaffiliated Directors at least twenty (20) Business Days prior to making such Shareholder Group Tender Offer. Upon the making of a Shareholder Group Tender Offer, the restrictions set forth in Section 4.1(b) shall be suspended until such time that the Shareholder Group Tender Offer is either withdrawn or completed. In the event that (i) a majority of Unaffiliated Directors recommend the Shareholder Group Tender Offer or (ii) following completion of such Shareholder Group Tender Offer, the Shareholder Group holds two thirds of the then-outstanding Voting Securities, then Section 4.1(b) shall automatically terminate upon completion of the Shareholder Group Tender Offer. (c) If, at any time during the Initial Standstill Period or the Subsequent Standstill Period, (i) the prohibitions in this Article IV shall not affect the Investor’s ability to hold the SharesCompany enters into definitive documentation providing for a transaction that, the Warrants and the Warrant Sharesif consummated, would constitute a Company Change of Control; (ii) the provisions of Section 4.8 and this Section 4.9 shall not prohibit any member Board publicly announces its determination that (A) it will sell or dispose of, or has commenced a process by which it proposes to sell or dispose of, the Company or all or substantially all of the Investor Group from making assets of the Company and its Subsidiaries, taken as a whole, (B) will consider offers or disclosing any offer or proposal on proposals for a confidential basis to the Board (andtransaction that, 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 daysconsummated, 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 Company Change of Control, or (C) the Company or all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, is for sale; or (iii) a tender, takeover, exchange or similar offer that, if consummated, would constitute a Company Change of Control is commenced or the subject of an announcement of a firm intention to be made or commenced by any Person or group of Persons acting in concert and the Company, Board either (iiix) if a Change of Control publicly recommends that shareholders of the Company has occurredtender their shares of the Company to the Person or group of Persons acting in concert making such offer or (y) fails to recommend that the shareholders of the Company reject such offer, then in each case within ten (10) Business Days after the date of commencement or posting of such offer, then, in any such case, the provisions of Section 4.74.1(a) and Section 4.1(b) shall terminate immediately and all other provisions of this Agreement shall remain in full force and effect; provided, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewithhowever, (iv) if that if, (x) with respect to clause (i) of this sentence, such transaction is terminated without being consummated, (y) with respect to clause (ii) of this sentence, the Company Board has entered into any agreement publicly announced that it has rescinded such determination or (z) with respect to effect a Change clause (iii) of Control this sentence, such offer or similar transaction is withdrawn, terminated or expires without being consummated or if the Board publicly recommends that the shareholders of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange reject such 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 any such case in this clause (iv), the Company and the Investor shall be released from the all provisions of Section 4.74.1 previously terminated shall be reinstated and shall be in full force and effect in accordance with their terms from and after the date of such termination, Section 4.8 and public announcement, withdrawal or expiration, as the case may be; provided further, that such reinstatement shall not prevent Theta or any of its Affiliates from continuing to pursue any activities described in this Section 4.9 for 4.1(c) that were definitively commenced after the pendency date of such agreementtermination, offer but at or proposalprior to the date of such reinstatement. (d) Notwithstanding anything to the contrary in this Section 4.1, nothing herein shall prohibit or prevent Theta or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that Beneficially Owns any Company Shares; provided, however, that (i) such other Person shall have acquired such Company Shares or other securities other than in contemplation of the Theta or any of its Affiliates acquiring the securities of, or entering into any such merger or other business combination with, such Person; (ii) the Beneficial Ownership of such Company Shares or other securities by such other Person shall not be a primary reason for Theta or any of its Affiliates acquiring the securities of, or entering into any such merger or other business combination with, such other Person; and (viii) 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 combined Beneficial Ownership of such filingCompany Shares of Theta or any of its Affiliates entering into the business combination and such other Person would not result in Theta or any of its Affiliates or such other Person being required, pursuant to the Finnish Securities Market Act, to commence a mandatory tender offer to acquire additional Company Shares.

Standstill. (a) The Investor agrees that Except, in the case of clauses (i)(A), (i)(B) and (i)(C), as expressly contemplated by Article 9 of this Agreement, during the Voting Periodperiod beginning on the date hereof and ending on the date on which a Parent’s Parent Aggregate Percentage Interest goes below the Lower Threshold, no member of the Investor Group such Parent shall not, and shall cause its other Parent Entities not to, in any manner, directly or indirectly: : (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), or rights or options to acquire any securities (or beneficial ownership thereof or economic interests therein), of the other Parent, 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 such other Parent, (B) 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” (as defined under the Exchange Act) with respect to the other Parent; (iii) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of directors or policies of the Company; (ii) enter into any joint venture, securities lending other Parent or option agreement, put or call, guarantee to obtain representation on the board of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities directors of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares; other Parent; (iv) solicit disclose or participate in the solicitation of proxies with respect direct any Person to any Voting Stockdisclose, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with the foregoing; ; (ixv) knowingly advise, assist or encourage or direct any Person to advise, assist or encourage any other Persons in connection with any of the foregoing; or or (xvi) request a waiver or amendment of any of the foregoing clauses (i) through (v). Notwithstanding the foregoing, a Parent’s chief executive officer may make a non-public, confidential, oral, non-binding proposal regarding a transaction of the type described in clauses (i)(A), (B) or (C) of the preceding sentence to the other Parent’s chief executive officer, provided that the Company Parent providing such proposal (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision 1) does not make such proposal for the purpose of this Section 4.9(a) in a manner that requires causing the receiving Parent to make public disclosure of such request. Notwithstanding anything proposal and (2) immediately withdraws such proposal and does not further pursue such proposal or any proposal that is substantially similar 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 such proposal on a confidential basis to the Board (and, if the Board rejects that offer or other Parent’s board of directors has been apprised of such proposal or fails to enter onto a binding agreement with respect to and such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) Parent is not interested in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make exploring 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 transaction. (iv), the Company b) A Parent and the Investor its other Parent Entities shall be released from the provisions of Section 4.712.1(a) in the event that (i) the other Parent enters into, Section 4.8 and this Section 4.9 or publicly announces an intention to pursue, one or more related transactions or agreements providing for the pendency 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 outstanding 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. 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 agreement, offer or proposalby action of such Parent preventing its consummation during such 20-Business Day period) or (II) prior to the end of such 20-Business Day period, and (v) the provisions of Section 4.8 and this Section 4.9 shall not prohibit the Investor from disclosing 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 Shares, Warrants and Warrant Shares hereunder on Form 13D or Form 13G, provided Person making such offer unless such agreement provides that the Investor shall give acquisition contemplated by it may not be consummated for at least another 20 Business Days from the Company prior notice date such agreement is executed and such agreement allows the Parent that is the subject of the tender offer or exchange offer to 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 filingParent) 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 Parent Entities of more than 50% of the outstanding voting securities or all or substantially all of the assets of such Parent.

Standstill. The 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 Section 5.10(f)) and (ii) the expiration of the Lock-Up Period (the “Standstill Expiration Date”), without the prior written approval of the Board, the Investor Parties will not, directly or indirectly, and will cause their Affiliates not to: (a) The acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or 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 agrees that during Parties and their Affiliates would beneficially own, in the Voting Periodaggregate, no member 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 Group shall directly or indirectly: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)); (ib) 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 discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person regarding any of the foregoing; (d) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board board of directors or policies of the 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 Company or any Subsidiary of the Companyits Subsidiaries; (iiie) acquire additional shares make any proposal or statement of Voting Stock without the consent inquiry or disclose any intention, plan or arrangement inconsistent with any of the Board, except for the Warrant Sharesforegoing; (ivf) solicit advise, assist, knowingly encourage or participate in the solicitation of proxies with respect direct any Person to any Voting Stockdo, or seek to advise advise, assist, knowingly encourage or influence direct any person with respect other Person to do, any of the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement)foregoing; (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (viig) take any action which that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company transaction or any of its Subsidiariesthe events described in this Section 5.07; (viiih) publically disclose enter into any intentionagreements, plan arrangements or arrangement inconsistent understandings with any third party (including security holders of the Company, but excluding, for the avoidance of doubt, any Investor Parties) with respect to any of the foregoing; , including forming, joining or in any way participating in a “group” (ixas defined in Section 13(d)(3) knowingly advise, assist or encourage of the Exchange Act) with any other Persons third party in connection with any of the foregoing; or; (xi) request that the Company (or any of its respective directors, officers, affiliates, employees or agents)Representatives, directly or indirectly, to amend or waive any provision of this Section 4.9(a) in a manner 5.07; provided 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 Parties from disclosing making a confidential request to the acquisition Company seeking an amendment or waiver of the Sharesprovisions of this Section 5.07, Warrants and Warrant Shares hereunder on Form 13D which the Company may accept or Form 13Greject in its sole discretion, provided so long as any such request is made in a manner that does not require public disclosure thereof by any Person; or (j) contest the validity of this Section 5.07 or make, initiate, take or participate in any demand, Action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 5.07; provided, however, that nothing in this Section 5.07 will limit (1) the Investor shall give Parties’ ability to vote (subject to Section 5.11), Transfer or Hedge (subject to Section 5.08), convert shares of Series A Preferred Stock into Common Stock (subject to Section 6 of the Certificate of Designations), limit or restrict any transfer pursuant to a Permitted Loan or any foreclosure thereunder or transfer in lieu of a foreclosure thereunder, privately make and submit to the Company prior notice and/or the Board any proposal that is intended by the Investor Parties to be made and submitted on a non-publicly disclosed or announced 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 such filingits 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 Section 5.07 or (2) 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.

Standstill. ▇▇. ▇▇▇▇▇▇▇ agrees that, for a period of three years from the date of this Agreement, unless such shall have been specifically invited in writing by Trex, neither ▇▇. ▇▇▇▇▇▇▇ nor any of his “associates” or “affiliates” (as such terms are defined in Rule 12b-2 under the ▇▇▇▇ ▇▇▇) will in any manner, directly or indirectly, (a) The Investor agrees that during the Voting Periodeffect or seek, no member of the Investor Group shall directly offer or indirectly: propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist (including acting as a financing source) any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) actany acquisition of any securities of any kind or class, alone whether equity or debt, or assets of any Trex Affiliate (or of any successor to or person in control of Trex or having beneficial ownership thereof), except that this clause (i) shall not prohibit ▇▇. ▇▇▇▇▇▇▇ from acquiring any securities of Trex of any kind or class, whether equity or debt, of any Trex Affiliate (or of any successor to or person in control of Trex or having beneficial ownership thereof) provided that the beneficial ownership of such securities by (x) ▇▇. ▇▇▇▇▇▇▇ and (y) ▇▇. ▇▇▇▇▇▇▇’▇ “associates” and “affiliates” (as such terms are defined in Rule 12b-2 under the ▇▇▇▇ ▇▇▇) does not in the aggregate equal or exceed ten percent (10%) of Trex’s outstanding securities and securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the 1934 Act, (ii) any tender or exchange offer, merger or other business combination involving any Trex Affiliate, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to any Trex Affiliate, or (iv) any solicitation of proxies or consents to vote any voting securities of any Trex Affiliate, (b) form, join or in concert with othersany way participate in a “group” (as defined in Rule 13d-5 under the 1934 Act), (c) take any action which might force any Trex Affiliate to seek to control the management, Board or policies make a public announcement regarding any of the Company; types of matters set forth in clause (iia) above, or (d) enter into any joint venture, securities lending discussions 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 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 arrangements with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 . Nothing herein will prohibit ▇▇. ▇▇▇▇▇▇▇ from selling any provision security 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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, Trex Affiliate held by him provided that the Investor shall give the Company prior notice of such filingsale is permissible under applicable federal and state securities laws and in accordance with any contractual restrictions.

Standstill. For a period of twelve (12) months after the date of this Agreement, unless it shall have been specifically invited in writing by the other Party, neither Party nor any of its affiliates will in any manner, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) 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 and whether or not subject to conditions) or announce any intention to effect or cause or participate in: (a) The Investor agrees that during the Voting Periodacquisition of, no member or obtaining any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities, bank debt, liabilities, claims or obligations of the Investor Group shall directly other Party or indirectly: any of its affiliates (i) actor any rights, alone options or in concert with othersother securities convertible into or exercisable or exchangeable for such securities, to seek to control bank debt, liabilities, claims or obligations or any obligations measured by the management, Board price or policies value of any securities of the Company; other Party or any of its affiliates, including without limitation any swaps or other derivative arrangements (ii“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 (whether or not within the control of such Party) enter into pursuant to 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 (whether or not in writing) or otherwise and whether or not any Person of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise; (b) any tender or exchange offer, merger, consolidation, business combination or acquisition or disposition of a significant portion of the consolidated assets of the other Party or any of its affiliates; (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any securities of its affiliates; or (d) any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A of the Company or Exchange Act), become a “participant” in any Subsidiary “election contest” (as such terms are defined in Rule 14a-11 of the Company; (iii) acquire additional shares of Voting Stock without the consent Exchange Act), or initiate, propose, encourage or otherwise solicit stockholders of the Board, except other Party for the Warrant Shares; (iv) solicit or participate in the solicitation approval of proxies any stockholder proposals with respect to any Voting Stock, the other Party or seek to advise or influence any person with respect to the voting of any Voting Stock voting securities of the other Party; (ii) form, join or in any way participate in a group with respect to the common shares or any other than as voting securities of the other Party or any securities convertible into common shares or any other voting securities of the other Party or otherwise provided act in concert with any person in respect of any such securities; (iii) otherwise act, alone or contemplated by in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Party or to obtain representation on the Board of Directors of the other Party; (iv) take any action which might result in the other Party being obligated to make a public announcement regarding any of the types of matters set forth in this Agreement); paragraph; (v) deposit enter into any Voting Stock in a voting trust ordiscussions, except as otherwise provided arrangements, understandings or contemplated herein, subject any Voting Stock to any arrangement or agreement contracts with any third party with respect to any of the voting of such Voting Stock; foregoing; or (vi) join a 13D Group disclose (other than a group comprising solely of the Investor and its Affiliateswhether or not publicly) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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 regarding any of the foregoing; or matters referred to in this paragraph. Each Party also agrees during such twelve (x12) request that month period not to request, or solicit or induce another person to request, the Company other Party (or any of its respective directors, officers, affiliates, employees or agentsRepresentatives), directly or indirectly, amend to amend, waive or waive publicize any provision of this Section 4.9(a11 (including this sentence). In the event that OMP enters into a definitive acquisition agreement with a party other than the Company providing for the acquisition, directly or indirectly, of not less than a majority of the outstanding voting equity of OMP in the election of directors or all or substantially all of the assets of OMP and its subsidiaries on a consolidated basis (an “Acquisition”), then notwithstanding any provision of this Section 11, (x) in the Company may, without the separate invitation, consent or authorization of OMP, make (A) a manner that requires non-public, private Acquisition proposal to OMP for consideration by the Board of Directors of OMP or (B) a public disclosure Acquisition proposal (provided, that, with respect to this clause (B), such proposal shall first be made privately to the Board of Directors of OMP and shall not be made publicly unless and until either (I) the Board of Directors or OMP fails to enter into good faith negotiations with the Company within 3 business days after receipt of such requestproposal or (II) if the Board of Directors or OMP has entered into negotiations with the Company within such 3 business day period, OMP has failed to terminate the definitive acquisition agreement within 10 days after receipt of such proposal) and (y) the restriction on the use of Confidential Information provided in Section 2(b) of this Agreement shall not prevent the Company from making an Acquisition proposal pursuant to the foregoing clause (A) or (B). Notwithstanding anything to the contrary in this Agreementherein, (i) acquisitions for investment purposes only of exchange-traded funds by a Party, that own or later acquire any economic interest in, any right to direct the prohibitions in this Article IV shall not affect the Investor’s ability to hold the Sharesvoting or disposition of, the Warrants and the Warrant Shares, (ii) the provisions of Section 4.8 and this Section 4.9 shall not prohibit or 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 other right 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 any securities of the Companyother Party or any of its subsidiaries, (iii) if shall not constitute a Change breach of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filing11.

Standstill. (a) The Investor agrees that during During the Voting Standstill Period, no member of unless otherwise approved by the Investor Group Board or by the Company, H▇▇▇▇▇▇ shall not, and shall cause his Associates and Representatives not to, directly or indirectly: (i) actmake any public announcement or proposal with respect to, or offer, seek, propose or indicate an interest in, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (C) any form of tender or exchange offer for shares of Common Stock or other Voting Securities, whether or not such transaction involves a Change of Control (as defined below) of the Company; (ii) engage in, or assist in the engagement in, any solicitation of proxies or written consents to vote any Voting Securities of the Company, or conduct or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the holders of, any Voting Securities, 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 in any way related to the price of shares of Common Stock, or any assets or liabilities of the Company; (iv) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by H▇▇▇▇▇▇ to any person not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company or (D) an Affiliate of any Party (any person not set forth in clauses (A) through (D) shall be referred to as a “Third Party”) that would knowingly (after due inquiry) result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any, beneficial or other ownership interest representing in the aggregate in excess of 4.9% of the shares of Common Stock outstanding at such time; (v) take any action in support of or make any proposal or request that constitutes or would result in: (A) advising, controlling, changing or influencing any director or the management of the Company, including, but not limited to, any plans or proposals, and/or consenting to the calling of any special meeting of stockholders to effect such plans or 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, 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 Restated Certificate of Incorporation of the Company, as amended, and/or the Amended and Restated By-Laws of the Company (together, the “Governing Materials”), 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; (vi) act by making public announcements or speaking to reporters or members of the media (whether “on the record” or on “background” or “off the record”), to seek to influence the Company’s stockholders, management or the Board with respect to the Company’s policies, operations, balance sheet, capital allocation, marketing approach, business configuration, Extraordinary Transactions, or strategy or to obtain representation on the Board or seek the removal of any officer or director in any manner, except as expressly permitted by this Agreement; (vii) call or seek to call, or request the call of, alone or in concert with others, to seek to control any meeting of stockholders, whether or not such a meeting is permitted by the managementGoverning Materials, Board or policies of the Companyincluding a “town hall meeting”; (iiviii) enter into deposit 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 Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent Securities in any voting trust or subject any shares of the Board, except for the Warrant Shares; (iv) solicit or participate in the solicitation of proxies with respect Voting Securities to any Voting Stock, arrangement or seek to advise or influence any person agreement with respect to the voting of any shares of Voting Stock (other than as otherwise provided or contemplated by Securities, the intention of which is to circumvent any of the restrictions on H▇▇▇▇▇▇ under this Agreement); (vix) deposit form, join or in any Voting Stock other way participate 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 “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of such any Voting StockSecurity; (vix) join demand a 13D Group (other than a group comprising solely copy of the Investor Company’s list of stockholders or its other books and its Affiliatesrecords or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Delaware providing for stockholder access to books and records (including lists of stockholders) for of the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible SecuritiesCompany; (viixi) demand pursuant to Delaware Court of Chancery Rule 23.1 or any other like statutory or regulatory provisions that the Company take any action which would reasonably with respect to its 2019 Stock Incentive Plan, any options awards or exercises made thereunder, any votes cast or to be expected cast in relation thereto or any other action with respect to require a compensation plan or proposal made by the Company; (xii) commence, encourage or support any derivative action in the name of the Company to make a public announcement regarding the possibility of a business combination or merger involving any class action against the Company or any of its Subsidiariesofficers or directors, in each case with the intent of circumventing the provisions of this Section 9, or take any action challenging the validity or enforceability of any of the provisions of this Section 9; provided, however, that the foregoing shall not prevent H▇▇▇▇▇▇ 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 H▇▇▇▇▇▇, or (C) responding to or complying with a validly issued legal process that neither H▇▇▇▇▇▇ nor any of his Affiliates initiated, encouraged or facilitated; (xiii) make any request or submit any proposal to amend or waive the terms of this Section 9 other than through non-public communications with the Company that would not be reasonably likely to trigger public disclosure obligations for any Party; (viiixiv) publically comment publicly about or disclose in a manner that could reasonably be expected to become public any intentionintent, purpose, plan or arrangement proposal with respect to any transactions involving the Company, any director or the Company’s management, policies, strategy, operations, financial results or affairs, any of its securities or assets or this Agreement that is inconsistent with the foregoingprovisions of this Agreement; (ixxv) knowingly make any inquiries about, or otherwise attempt to directly or indirectly obtain any information, whether from the Independent Compensation Consultant or otherwise, relating to the Services Agreement or any work or services related thereto or otherwise provided by the Independent Compensation Consultant; or (xvi) enter into any discussions, negotiations, agreements or understandings with any person with respect to any action H▇▇▇▇▇▇ is prohibited from taking pursuant to this Section 9, or advise, assist assist, knowingly encourage or encourage seek to persuade any other Persons in connection person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or. (xb) request that the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision The provisions of this Section 4.9(a9 shall not limit in any respect the actions of any director of the Company 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 and the Company Policies (it being understood and agreed that neither H▇▇▇▇▇▇ nor any of his Affiliates shall seek to do indirectly through the New Director anything that would be prohibited if done by H▇▇▇▇▇▇ or his Affiliates). The provisions of this Section 9 shall also not prevent H▇▇▇▇▇▇ from freely voting his shares of Common Stock (except as otherwise provided in Section 6 hereto). (c) During the Standstill Period, H▇▇▇▇▇▇ shall refrain from taking any actions which could have the effect of encouraging, assisting or influencing other stockholders of the Company or any other persons to engage in a manner that requires public disclosure of such request. actions which, if taken by H▇▇▇▇▇▇, would violate this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, (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 Sections 1, 6 and 7 of this Section 4.9 Agreement shall not prohibit any member automatically terminate upon the consummation 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 agreed to by the Board and involving the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The Investor agrees that Except, in the case of clauses (i)(A), (i)(B) and (i)(C), as expressly contemplated by Article 9 of this Agreement, during the Voting Periodperiod beginning on the date hereof and ending on the date on which a Parent’s Parent Aggregate Percentage Interest goes below the Lower Threshold, no member of the Investor Group such Parent shall not, and shall cause its other Parent Entities not to, in any manner, directly or indirectly: : (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), or rights or options to acquire any securities (or beneficial ownership thereof or economic interests therein), of the other Parent, 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 such other Parent, (B) 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” (as defined under the Exchange Act) with respect to the other Parent; (iii) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board board of directors or policies of the Company; (ii) enter into any joint venture, securities lending other Parent or option agreement, put or call, guarantee to obtain representation on the board of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities directors of the Company or any Subsidiary of the Company; (iii) acquire additional shares of Voting Stock without the consent of the Board, except for the Warrant Shares; other Parent; (iv) solicit disclose or participate in the solicitation of proxies with respect direct any Person to any Voting Stockdisclose, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intention, plan or arrangement inconsistent with the foregoing; ; (ixv) knowingly advise, assist or encourage or direct any Person to advise, assist or encourage any other Persons in connection with any of the foregoing; or or (xvi) request a waiver or amendment of any of the foregoing clauses (i) through (v). Notwithstanding the foregoing, a Parent’s chief executive officer may make a non-public, confidential, oral, non-binding proposal regarding a transaction of the type described in clauses (i)(A), (B) or (C) of the preceding sentence to the other Parent’s chief executive officer, provided that the Company Parent providing such proposal (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision 1) does not make such proposal for the purpose of this Section 4.9(a) in a manner that requires causing the receiving Parent to make public disclosure of such request. Notwithstanding anything proposal and (2) immediately withdraws such proposal and does not further pursue such proposal or any proposal that is substantially similar 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 such proposal on a confidential basis to the Board (and, if the Board rejects that offer or other Parent’s board of directors has been apprised of such proposal or fails to enter onto a binding agreement with respect to and such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) Parent is not interested in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make exploring 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 transaction. 83 (iv), the Company b) A Parent and the Investor its other Parent Entities shall be released from the provisions of Section 4.712.1(a) in the event that (i) the other Parent enters into, Section 4.8 and this Section 4.9 or publicly announces an intention to pursue, one or more related transactions or agreements providing for the pendency 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 outstanding 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. 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 agreement, offer or proposalby action of such Parent preventing its consummation during such 20-Business Day period) or (II) prior to the end of such 20-Business Day period, and (v) the provisions of Section 4.8 and this Section 4.9 shall not prohibit the Investor from disclosing 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 Shares, Warrants and Warrant Shares hereunder on Form 13D or Form 13G, provided Person making such offer unless such agreement provides that the Investor shall give acquisition contemplated by it may not be consummated for at least another 20 Business Days from the Company prior notice date such agreement is executed and such agreement allows the Parent that is the subject of the tender offer or exchange offer to 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 filing.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 Parent Entities of more than 50% of the outstanding voting securities or all or substantially all of the assets of such Parent. 84

Standstill. Until the date that is eighteen (a18) The Investor months after the date the Purchaser Representative is no longer entitled to designate any directors pursuant to Section 4.5, the Purchaser agrees that during that, without the Voting Period, no member prior approval of the Investor Group shall Board of Directors, the Purchaser will not, directly or indirectly: (i) act, alone through its subsidiaries or any other Persons, or in concert with othersany Person, to seek to control the management, Board or policies as a “group” (as defined in Section 13 of the CompanyExchange Act) with any Person: (a) purchase, offer to purchase, or agree to purchase or otherwise acquire “beneficial ownership” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of any Class A Common Stock or Class B Common Stock, or any securities convertible or exchangeable into Class A Common Stock or Class B Common Stock, excluding any shares of Class A Common Stock, Convertible Preferred Stock or other securities acquired pursuant to a conversion of the Convertible Preferred Stock or otherwise acquired pursuant to the Transaction Documents; (iib) enter into make, or in any joint ventureway participate in, 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 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 Stockvote, 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, or seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company by way of any Voting Stock (public communication or other than as otherwise provided or contemplated by this Agreement)communications to securityholders intended for such purpose, except, in each case, with respect to any Requisite Stockholder Approval; (vc) deposit make a proposal for, or offer of (with or without conditions) any Voting Stock in a voting trust oracquisition of or extraordinary transaction involving the Company or any of the Company’s Subsidiaries or any of their respective securities or assets; (d) effect or seek to effect (including, except as otherwise provided without limitation, by entering into discussions, negotiations, agreements or contemplated herein, subject any Voting Stock to any arrangement or agreement understandings with any third party with respect person), offer or propose (whether publicly or otherwise) to the voting effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether public or otherwise) to effect or participate (except as a holder of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Common Stock or Non-Voting Convertible Securities; (viiPreferred Stock) take any action which would reasonably be expected to require the Company to make in a public announcement regarding the possibility merger, consolidation, division, acquisition or exchange of a business combination substantially all assets or merger equity, change of control transaction, recapitalization, restructuring, liquidation or similar transaction 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 (xe) request that enter into any discussions, negotiations, arrangements or understandings with or form a group with, any third party in connection with such third party’s taking, planning to take, or seeking to take any of the Company actions prohibited by clauses (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision a) through (d) of this Section 4.9(a) 4.1 or otherwise act, alone or in a manner that requires public disclosure of such request. Notwithstanding anything concert with others, to the contrary in this Agreement, (i) the prohibitions in this Article IV shall not affect the Investor’s ability seek 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 control or disclosing any offer or proposal on a confidential basis to influence the Board (and, if of Directors or the Board rejects that offer management 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 policies of the Company, including its Subsidiaries; provided, however, that nothing in this Section 4.1 will limit (iiiI) if any Carlyle Party’s ability to vote (subject to Section 4.5(c) and the other Transaction Documents) or Transfer (subject to Section 4.2) its Common Stock or Preferred Stock or otherwise exercise rights under its Preferred Stock or (II) the ability of any director designated by the Purchaser Representative pursuant to Section 4.5 or elected pursuant to the Series A-1 Certificate to vote or otherwise exercise its fiduciary duties as a Change of Control member of the Company has occurred, then the provisions Board of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewithDirectors, (iv) if (xIII) the Company has entered into ability of any agreement observer or director appointed or designated by the Purchaser Representative pursuant to effect a Change Section 4.5 or pursuant to the Series A-1 Certificate to seek (but solely in such capacity as observer or director) to participate fully as an observer to or director on the Board of Control Directors, or (IV) the ability of the Company Purchaser Representative or (y) a third party has made a public offer the holders of Convertible Preferred Stock to exercise their rights to appoint directors and observers pursuant to Section 4.5 or proposal (including a tender or exchange offer) or publicly announced an intention to make any such offer or proposal that wouldthe Series A-1 Certificate, 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 filingas applicable.

Standstill. Each Stockholder other than Travelers and DLJ severally covenants and agrees that, until the second anniversary of the Closing Date, it will not, and will cause its Affiliates not to, singly or as a part of a "partnership, limited partnership, syndicate or other group" (as those terms are used within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, through one or more intermediaries or otherwise: (a) The Investor agrees that during without the Voting Period, no member consent of the Investor Group shall directly Board of Directors of the Buyer, voluntarily acquire or indirectly:offer, seek, propose or agree to acquire, beneficial ownership (as such term is defined in regulations promulgated under the Exchange Act) of an aggregate of more than 5% of the outstanding shares of Buyer Common Stock; (b) (i) solicit proxies within the meaning of Regulation 14A promulgated under the Exchange Act with respect to the Buyer Common Stock, (ii) become a participant in a solicitation of proxies with respect to Buyer Common Stock, (iii) form, join or in any way participate in a Group (as such term is used within the meaning of Section 13(d)(3) of the Exchange Act, which meaning shall apply for all purposes of this Agreement) which is soliciting or intends to solicit proxies with respect to Buyer Common Stock, or (iv) seek to advise, encourage or influence any person or entity with respect to the voting of any Buyer Common Stock; (c) form, join or in any way participate in a Group which has acquired or plans to acquire shares of Buyer Common Stock, other than as a Group composed of such Stockholder and its Affiliates (provided that nothing herein shall prohibit a Stockholder from tendering into a tender offer); (d) deposit any Buyer Common Stock in any voting trust or subject any Buyer Common Stock to a voting agreement or other arrangement with similar effect that could reasonably be expected to result in any of the foregoing; (e) otherwise act, alone or in concert with othersothers (including by providing financing for another party), to seek or offer to control control, in any manner, the management, Board of Directors or policies of the CompanyBuyer; (iif) enter into any joint venture, securities lending unless and until such Stockholder has received the prior written invitation or option agreement, put or call, guarantee approval of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities a majority of the Company or any Subsidiary disinterested Board of the Company; (iii) acquire additional shares Directors 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 Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination 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)Buyer, directly or indirectly, amend solicit, seek or waive offer to effect, negotiate with or provide any provision of this Section 4.9(a) in information to any party, or make any statement or proposal to any person with a manner that requires view to forming a Group or make any public disclosure of such request. Notwithstanding anything announcement or proposal or offer whatsoever, with respect to the contrary in this Agreement, (i) any form of business combination or similar transaction involving the prohibitions in this Article IV shall not affect the Investor’s ability to hold the SharesBuyer or any Subsidiary thereof, the Warrants and the Warrant Sharesincluding, without limitation, a merger, tender or exchange offer or liquidation of assets or (ii) the provisions any form of Section 4.8 and this Section 4.9 shall not prohibit any member of the Investor Group from making restructuring, recapitalization 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 similar transaction with respect to such offer the Buyer or proposal within 30 daysany Subsidiary thereof; or (g) investigate, making a public announcement regarding such offer encourage or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control assist any third party to do any of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing.

Standstill. (a) The Investor agrees that during the Voting Period, no member 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 Group shall directly or indirectlynot, and shall cause its Affiliates not to, without the prior written consent of the Board: (i) actacquire or agree to acquire or make any proposal to acquire, alone directly or indirectly, by means of purchase, merger, consolidation, take-over bid, recapitalization, business combination or in concert with othersany other manner, to seek to control the management, Board any securities or policies assets of the Company, provided that for greater certainty, the Investor shall be entitled to make purchases of Common Shares on the open market or privately provided that no such purchases will result in the Investor’s Percentage exceeding 19.99%; (ii) enter into any joint venture, securities lending or option agreement, put or call, guarantee solicit proxies 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 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 StockShareholders, or seek to advise or influence any person other Person with respect to the voting or withholding from voting of any Voting Stock securities of the Company, or the conduct of any other form of referendum respecting the Company or its assets, or form, join or in any way participate in a proxy group, in each case for any purpose (other than as otherwise provided or contemplated that this shall not restrict how the Investor votes any Common Shares owned by this Agreementit); (viii) deposit seek or propose the election or appointment of any Voting Stock 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 Board, provided that this subsection (iii) shall not affect any right of the Investor set forth in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting StockSection 4.1; (viiv) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiringproactively engage in any discussions or enter into any arrangements, holdingunderstandings or agreements, voting whether written or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publically disclose any intentionoral, plan or arrangement inconsistent with the foregoing; (ix) knowingly with, advise, assist influence, finance, aid, assist, facilitate, encourage or encourage act in concert with, any other Persons persons in connection with any of the foregoing; or (xv) request that make any public announcement with respect to the Company foregoing, except as may be required by Applicable Law, including Securities Law or by any stock exchange, (or its respective directorscollectively, officers, affiliates, employees or agentsthe “Standstill Obligations”), directly or indirectly, amend or waive any provision of . (b) The Investor’s Standstill Obligations under this Section 4.9(a) in a manner that requires public disclosure 4.9 shall terminate immediately and be of such request. Notwithstanding anything to the contrary in this Agreement, no further force and effect upon: (i) the prohibitions date the Company enters into or 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 this Article IV shall not affect Shareholders of the Investor’s ability to hold Company holding less than 50% of the Shares, voting securities of the Warrants and the Warrant Sharesresulting corporation or entity, (ii) the provisions of Section 4.8 and this Section 4.9 shall not prohibit any member of date the Investor Group from making Company or disclosing any offer its Subsidiaries enters into, or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails publicly announces an intention to enter onto a binding into, an agreement with respect to such offer a third party that provides for an acquisition of a majority interest in any of its material assets, rights 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 Companyproperties, (iii) if the date a Change of Control 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 Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewithCompany’s voting securities, (iv) if the date a third party enters into an agreement to acquire, or acquires all or a majority of the Company’s voting securities, (xv) the Company has entered into any agreement date a third party commences a take-over bid, tender or exchange offer for, or publicly announces or discloses a proposal to effect acquire, all or a Change majority of Control 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 Subsidiaries. (yc) 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 wouldFor greater certainty, if consummated, result in a Change no provision 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 Agreement other than 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 will prohibit the Investor from disclosing the acquisition undertaking any 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 filingactions in Section 4.9(a).

Standstill. The Stockholders hereby agree that, from and after the date hereof, the Stockholders and their Affiliates shall not, directly or indirectly, unless specifically requested by Parent or expressly contemplated by the Merger Agreement: (a) The Investor agrees that during the Voting Periodunless otherwise agreed to by Parent's Board of Directors, no member of the Investor Group shall acquire, offer to acquire, or agree to acquire, directly or indirectly: , by purchase or otherwise (i) actincluding through a merger proposal, alone tender offer or in concert with othersexchange offer), any shares of Parent Stock, any securities or direct or indirect rights to seek acquire Parent Stock or any other securities of Parent, or any assets of Parent or any subsidiary or division thereof, other than any acquisition of options to control the management, Board or policies acquire Parent Stock by Robert B. McKeon as compensation for his services as a director of the CompanyP▇▇▇▇▇; (iib) enter into make, or in any joint ventureway participate in, securities lending directly or option agreementindirectly, put or call, guarantee any "solicitation" of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect to any securities "proxies" (as such terms are used in the rules of the Company or any Subsidiary of the Company; SEC) to vote (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 Stockincluding 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 Voting Stock (matter presented to stockholders), other than as otherwise provided or contemplated by this to recommend that stockholders of the Company vote in favor of the Merger and the Merger Agreement); (vc) deposit submit to Parent 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 stockholder proposal under Rule 14a-8 under the voting of such Voting StockExchange Act; (vid) join make any public announcement with respect to, or submit a 13D Group proposal for, or offer of (other than with or without conditions) any extraordinary transaction (including a group comprising solely merger or form of the Investor and reorganization) involving Parent or its Affiliates) for the purpose of acquiring, holding, voting securities or disposing of Voting Stock or Non-Voting Convertible Securitiesassets; (viie) take form, join or in any action which would reasonably be expected to require way participate in a "group" (as defined in Section 13(d)(3) under the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viiiExchange Act) 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; (xf) request that the Company (or its respective directors, officers, affiliates, employees or agents)seek in any way, directly or indirectly, amend or waive to have any provision of this Section 4.9(a2.1 amended, modified or waived; or (g) in a manner that requires public disclosure otherwise take, directly or indirectly, any actions with the purpose or effect of such request. Notwithstanding anything avoiding or circumventing any provision of this Section 2.1 or which could reasonably be expected to have the contrary in effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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. (a) The Investor agrees that during From the Voting Period, no member date hereof until the third anniversary of the Investor Group shall date of this letter, ▇▇▇▇ agrees not to, and to cause any person or entity controlled by him not to, directly or indirectly: , without the prior written consent of Parent: (i) actin any manner acquire, alone agree to acquire or in concert with othersmake any proposal or offer to acquire, to seek to control the managementdirectly or indirectly, Board or policies of the Company; (ii) enter into any by purchase, merger, joint venture, business combination, tender offer or otherwise, any securities lending or option agreement, put direct or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding with any Person with respect indirect rights to acquire any securities of Parent, the Company, any of their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Parent, the Company or any Subsidiary of their respective subsidiaries or affiliates, or any assets of Parent, the Company or their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Parent, the Company or any of their respective subsidiaries or affiliates; (ii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Company; (iiiSEC) 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 Stockvote, or seek to advise or influence any person or entity with respect to the voting of any Voting Stock (voting securities of Parent, the Company, any of their respective subsidiaries or any non-traded real estate investment trust or other than as otherwise provided pooled investment vehicle sponsored or contemplated advised by this Agreement); (v) deposit any Voting Stock in a voting trust orParent, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; their respective subsidiaries or affiliates; (viiiiii) publically disclose enter into any intentionarrangements, plan understandings or arrangement inconsistent agreements (whether written or oral) with the foregoing; (ix) knowingly a third party, or advise, assist or encourage encourage, any other Persons third party in connection with any of the foregoing; or or (xiv) request that the Company (Parent amend, waive or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive terminate any provision of this Section 4.9(a) in paragraph if such request would require Parent to make a manner public announcement of the foregoing; provided, however, that requires public disclosure of such request. Notwithstanding anything to the contrary restrictions contained in this Agreement, Section 11 (i) shall cease to apply upon the prohibitions termination of the ARCP Merger Agreement in accordance with its terms (provided that such termination is not as a result of or otherwise related to any breach of this Article IV shall not affect the Investor’s ability to hold the SharesSection 11), the Warrants and the Warrant Shares, (ii) prior to the provisions consummation of Section 4.8 and this Section 4.9 the ARCP Transaction shall not prohibit or otherwise restrict ▇▇▇▇’▇ exercise of his fiduciary duties under applicable law in his capacity as a director or officer of 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) entities described in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filing11.

Standstill. Beaumont agrees that, during the period beginning on the date hereof and ending on the fifth (5th) anniversary of the date hereof (the "Restricted Period"), he will not, and he will cause each of his Affiliates, including, without limitation, agents or other persons acting on his behalf not to, and will cause his respective Associates (as defined in Rule 12b-2) not to: (a) The Investor agrees that during the Voting Periodacquire, no member of the Investor Group shall offer or propose to acquire or agree to acquire, directly or indirectly: , by purchase or otherwise, beneficial ownership of any (i) actinterests in any of the Company's indebtedness or (ii) capital stock of the Company including but not limited to shares of common stock of the Company; (b) submit, alone induce or in concert 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 nomination or other business for consideration at a meeting of the shareholders of the Company; (c) advise, encourage or influence any person with others, respect to voting any shares of capital stock of the Company with respect to any matter; (d) seek to control or influence the management, Board governance or policies of the Company; (iie) enter effect or seek to effect (including, without limitation, by entering into any joint venturediscussions, securities lending negotiations, agreements or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits, contract, arrangement or understanding understandings with any Person with respect third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any securities way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any material assets or businesses of the Company or any Subsidiary of the Company; its subsidiaries, (iiiii) acquire additional shares of Voting Stock without the consent of the Boardany tender offer or exchange offer, except for the Warrant Shares; (iv) solicit merger, acquisition or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiariessubsidiaries or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (viiif) publically make any request, submit any proposal or disclose any intentionintent to seek or obtain any waiver, plan consent under, or arrangement inconsistent any amendment of, any provision of the Exchange Agreement or this Agreement other than through non-public communications with the foregoingCompany that would not be reasonably determined to trigger public disclosure obligations for any Party or any Affiliate of any Party; (ixg) knowingly enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage encourage, any other Persons person for the purpose of engaging, or offering or proposing to engage, in connection with any of the foregoing; or (xh) request that the Company (take or its respective directors, officers, affiliates, employees cause or agents), directly or indirectly, amend or waive induce others to take 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 action inconsistent with any member of the Investor Group from making or disclosing any offer or proposal on a confidential basis to the Board (and, if the Board rejects that offer or proposal or fails to enter onto a binding agreement with respect to such offer or proposal within 30 days, making a public announcement regarding such offer or proposal) in connection with a potential business combination or merger transaction with Investor that would result in a Change of Control of the Company, (iii) if a Change of Control of the Company has occurred, then the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 filingforegoing.

Standstill. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Sellers and the Owners shall not, nor shall they permit any of their Affiliates to, nor shall they authorize or permit any of their, officers, directors, employees, representatives or agents (collectively, the “Seller Representatives”), directly or indirectly, to (a) The Investor agrees solicit, facilitate, initiate, entertain, encourage or take any action to solicit, facilitate, initiate, entertain or encourage, any inquiries or communications or the making of any proposal or offer that during constitutes or may constitute an Acquisition Proposal (as defined herein), or (b) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the Voting Periodintent to facilitate the efforts of, no member of the Investor Group shall directly or indirectly: (i) act, alone or in concert with others, to seek to control the management, Board or policies of the 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 concerning any securities of the Company possible Acquisition Proposal or any Subsidiary inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the Company; (iii) acquire additional shares of Voting Stock without the consent of the Boardterm “Acquisition Proposal” shall mean any inquiry, except for the Warrant Shares; (iv) solicit proposal or participate in the solicitation of proxies with respect to offer from any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock Person (other than as otherwise provided Purchaser or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination or reorganization involving any Seller, the sale, transfer, lease, exchange, license or other disposition of any of the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, or any other transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the transactions contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided Agreement or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (vii) take any action which would reasonably be expected to require diminish significantly the Company benefits to make a public announcement regarding Purchaser or Parent of the possibility transactions contemplated hereby. The Sellers and the Owners shall immediately cease and cause to be terminated, and shall cause all Seller Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. The Sellers shall promptly notify each Seller Representative of a business combination or merger involving its obligations under this Section 6.6. Without limiting the Company foregoing, it is agreed that any violation of the restrictions set forth above by any Seller Representative or any Affiliate of its Subsidiaries; (viii) publically disclose any intentionSeller or any Owner, plan whether or arrangement inconsistent with the foregoing; (ix) knowingly advisenot such Person is purporting to act on behalf of any Seller or any Owner, 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 shall be deemed to be a breach 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 effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make any such offer or proposal that would, if consummated, result in a Change of Control of the Company, then, in 6.6 by 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 filingSeller.

Standstill. During the Restricted Period, the Scalar Gauge Group will not, and will cause the other Restricted Persons not to, in any way, directly or indirectly (in each case, except as expressly permitted by this Agreement): (a) The Investor agrees that during with respect to Company or the Voting PeriodSecurities, no member (i) make, participate in or encourage any “solicitation” (as such term is used in the proxy rules of the Investor Group shall SEC, including any solicitations of the type contemplated by Rule 14a-2(b) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) of proxies or consents with respect to the election or removal of directors or any other matter or proposal; (ii) become a “participant” (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents; (iii) seek to advise, encourage or influence any Person, or to 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 or act (other than such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such matter, if applicable); or (iv) initiate, encourage or participate, directly or indirectly:, in any “vote no,” “withhold” or similar campaign; (b) initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the SEC, including any solicitations of the type contemplated by Rule 14a-2(b) promulgated under the Exchange Act) Company’s stockholders for the approval of any shareholder proposal, whether made pursuant to Rule 14a-4 or Rule 14a-8 promulgated under the Exchange Act, or otherwise, or cause or encourage any Person to initiate or submit any such shareholder proposal; (c) with respect to Company or the Voting Securities, (i) actcommunicate with Company’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv)(A) promulgated under the Exchange Act; (ii) participate in, or take any action pursuant to, or encourage any Person to take any action pursuant to, any type of “proxy access”; or (iii) conduct any nonbinding referendum or hold a “stockholder forum”; (d) (i) seek, alone or in concert with others, election or appointment to, or representation on, the Board; (ii) nominate or propose the nomination of, or recommend the nomination of, or encourage any Person to nominate or propose the nomination of or recommend the nomination of, any candidate to the Board; or (iii) seek, alone or in concert with others, or encourage any Person to seek, the removal of any member of the Board; (e) (i) call or seek to control the managementcall a special meeting of stockholders, Board or policies encourage any Person to call a special meeting of the stockholders; (ii) act or seek to act by written consent of stockholders; or (iii) make a request for any stockholder list or other records of Company; (iif) 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 other than solely with any Person other Restricted Persons with respect to any securities of the Company Voting Securities now or any Subsidiary of the Company; subsequently owned by them, (iiii) acquire additional shares of Voting Stock without the consent of the Boardform, except for the Warrant Shares; join (iv) solicit whether or not in writing), encourage, influence (other than pursuant to Permitted Communications that would not otherwise violate this Section 10), advise or participate in a partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the solicitation of proxies Exchange Act, with respect to any Voting StockSecurities; (ii) deposit any Voting Securities into a voting trust, arrangement or agreement; or (iii) subject any Voting Securities to any voting trust, arrangement or agreement (other than granting proxies in solicitations approved by the Board); (g) (i) make any offer or proposal (with or without conditions) with respect to any tender offer, exchange offer, merger, amalgamation, consolidation, acquisition, disposition, business combination, recapitalization, consolidation, restructuring, liquidation, dissolution or similar extraordinary transaction involving Company, any of its subsidiaries or any of their respective securities or assets (each, an “Extraordinary Transaction”) and any Restricted Person; (ii) knowingly solicit any Person not a party to this Agreement (a “Third Party”) to, on an unsolicited basis, make an offer or proposal (with or without conditions) with respect to any Extraordinary Transaction, or seek encourage, initiate or support any Third Party in making such an offer or proposal; (iii) participate in any way in, either alone or in concert with others, any Extraordinary Transaction; or (iv) publicly comment on any proposal regarding any Extraordinary Transaction (it being understood that this clause (g) will not restrict any Restricted Person from (A) having ordinary-course-of-business discussions with current or potential investors in Company that would not otherwise violate this Agreement; (B) voting in favor of or against any proposal for an Extraordinary Transaction at an annual or special meeting of the stockholders of the Company; or (C) tendering shares, receiving payment for shares or otherwise participating in any such Extraordinary Transaction on the same basis as other stockholders of Company); (h) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving Company, its Affiliates or any of their respective current or former directors or officers (including derivative actions), except that the foregoing will not prevent any Restricted Person from (i) bringing litigation to advise enforce the provisions of this Agreement instituted in accordance with this Agreement; (ii) making counterclaims with respect to any proceeding initiated by, or influence on behalf of, Company or its Affiliates against a Restricted Person; (iii) bringing bona fide commercial disputes that do not in any person manner relate to the subject matter of this Agreement; (iv) exercising statutory appraisal rights; or (v) responding to or complying with a validly issued legal process; (i) take any action in support of, or make any proposal or request that constitutes: (i) controlling, changing or influencing the Board or management of Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (ii) controlling, changing or influencing the capitalization, stock repurchase programs and practices, capital allocation programs and practices, or dividend policy of Company; (iii) controlling, changing or influencing Company’s management, business or corporate structure; (iv) seeking to have Company waive or make amendments or modifications to its certificate of incorporation or bylaws; (v) causing a class of securities of Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (vi) causing a class of securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (j) sell, offer or agree to sell to any Third Party, through swap or hedging transactions, derivative agreements or otherwise, any voting rights decoupled from the underlying Voting Securities; (k) engage in any short sale or similar 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 Company; (l) other than through non-public communications that would not reasonably be expected to trigger public disclosure obligations for any Party, make or disclose any statement regarding any intent, purpose, plan or proposal with respect to the voting Board, Company or its management, policies, affairs or assets, or the Voting Securities or this Agreement, that is inconsistent with the provisions of this Agreement, including any intent, purpose, plan or proposal that is conditioned on, or that would require, the waiver, amendment, nullification or invalidation of any Voting Stock (other than as otherwise provided or contemplated by provision of this Agreement), or take any action that could require Company to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; (vm) deposit make or cause to be made any Voting Stock statement that disparages, calls into disrepute, slanders, impugns, casts in a voting trust or, except as negative light or otherwise provided damages the reputation of Company or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose , Associates, subsidiaries, successors or assigns, or any of acquiringits or their respective current or former officers, holdingdirectors, voting employees, stockholders, agents, attorneys, advisors or disposing representatives, or any of Voting Stock its or Non-Voting Convertible Securities; (vii) take their respective businesses, products or services, in any action which manner that would reasonably be expected to require damage the Company business or reputation of the other or its businesses, products or services (including any statements regarding Company’s strategy, operations, performance, products or services), it being understood that this clause (m) will not restrict the ability of any Restricted Person to make (i) comply with any subpoena or other legal process or respond to a public announcement regarding the possibility of a business combination request for information from any governmental authority with jurisdiction over such Restricted Person; or merger involving the Company or any of its Subsidiaries(ii) enforce such Restricted Person’s rights pursuant to this Agreement; (viiin) publically disclose enter into any intention, plan or arrangement inconsistent with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection economic relationship with any Person in respect of the foregoing; or Company, or compensate or enter into any agreement, arrangement or understanding, whether written or oral, to compensate any person for his or her service as a director of Company with any cash, securities (xincluding any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement) request that the or other form of compensation directly or indirectly related to Company (or its respective directorssecurities (it being understood that, 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 notwithstanding anything to the contrary in this Agreement and notwithstanding any termination of this Agreement, the restrictions on Scalar Gauge and the other Restricted Persons contemplated by this clause (in) will be operative so long as the prohibitions New Director is serving on the Board); (o) other than with other Restricted Persons, enter into any negotiations, agreements (whether written or oral), arrangements or understandings with, or advise, finance, assist or encourage, any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Agreement; (p) acquire, offer, agree or propose to acquire, 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 a “group” as defined pursuant to Section 13(d) of the Exchange Act), through swap or hedging transactions, or otherwise, or direct any Third Party in the acquisition of, any securities of Company or any rights decoupled from the underlying securities of Company that would result in the Scalar Gauge Group in the aggregate owning, controlling or otherwise having any beneficial or other ownership interest of 4.9 percent or more of the then-outstanding Voting Securities (including, for purpose of this Article IV shall calculation, all Voting Securities that a member of the Scalar Gauge Group has the right to 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 including economic ownership pursuant to a cash settled call option or other derivative security, contract or instrument primarily related to the price of Voting Securities), it being understood that any holdings of securities of Company will be on a passive basis; or (q) other than through open market broker sale transactions where the identity of the purchaser is not affect the Investor’s ability known and in underwritten widely dispersed public offerings, sell, offer or agree to hold the Sharessell, through swap or hedging transactions or otherwise, the Warrants and securities of Company to any Third Party that, to the Warrant Shares, (ii) the provisions knowledge of Section 4.8 and this Section 4.9 shall not prohibit any member of the Investor Scalar Gauge 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) after due inquiry in connection with a potential business combination or merger transaction private, non-open market transaction, it being understood that such knowledge will be deemed to exist with Investor that respect to any publicly available information, including information in documents filed with the SEC), would result in a Change such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest of Control more than 4.9 percent of the Companythen-outstanding Voting Securities or that would increase the beneficial or other ownership interest of any Third Party who, (iii) if together with its Affiliates and Associates, has a Change beneficial or other ownership interest of Control more than 4.9 percent of the Company has occurred, then then-outstanding Voting Securities (it being understood that the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make any such offer or proposal that would, if consummated, result in a Change of Control of the Company, then, in each case restrictions in this clause (ivq) will not apply to any Third Party that is a Schedule 13G filer and is a mutual fund, pension fund, index fund or investment fund manager with no known history of activism or known plans to engage in activism). Nothing in this Section 10 shall be interpreted to restrict the Scalar Gauge Group from (x) making confidential communications to any of their current or prospective investors or clients, in their capacities as such; provided that such conversations would not otherwise violate this Section 10 (the communications referred to in this clause (x), “Permitted Communications”), (y) presenting or discussing any matter with the Board or Company and the Investor shall be released from the provisions of management pursuant to Section 4.7, Section 4.8 and this Section 4.9 30 or (z) commenting on any Extraordinary Transaction for the pendency sale of such agreement, offer Company or proposal, and (v) the provisions substantially all 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 Company’s assets to a Third Party that the Investor shall give the Board has recommended in favor of (and only after Company prior notice of has announced such filingExtraordinary Transaction).

Standstill. (a) The Investor agrees that during From the Voting Period, no member date of this Agreement until the expiration of the Standstill Period (as defined below), each Investor Group shall not, and shall cause their respective 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) act, alone make any announcement or in concert with others, to seek to control the management, Board or policies of the 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 proposal with respect to, or offer, seek, propose or indicate an interest in (x) any form of business combination or acquisition or other transaction relating to any a material amount of assets or securities of the Company or any Subsidiary 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 (it being understood that the foregoing shall not prohibit the Investors from acquiring Common Stock 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 nonbinding 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; (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the Company, any direct or indirect rights or options to acquire additional any such securities, any derivative securities or contracts or instruments in any way related to the price of shares of Voting Stock without the consent common stock of the BoardCompany, except for or any assets or liabilities of the Warrant Shares;Company; provided that the Investors may, in the aggregate, acquire beneficial ownership of up to nine and nine tenths percent (9.9%) of the outstanding shares of Common Stock; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any Voting Stock (other than as otherwise provided or contemplated by this Agreement);securities of the Company; (v) deposit sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock rights decoupled from the underlying securities held by the Investors to any arrangement person or agreement entity not an (A) party to this Agreement, (B) member of the Board, (C) officer of the Company, or (D) an Affiliate 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 any third party with respect to its Affiliates, owning, controlling or otherwise having any, beneficial or other ownership interest representing in the voting aggregate in excess of five percent (5.0%) of the shares of Common Stock outstanding at such Voting Stock;time; (vi) join a 13D Group engage in any short sale, hypothecation, “swap” transaction, 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) with respect to any security (other than a group comprising solely broad-based market basket or index) that includes, relates to or derives any significant part of its value from the market price or value of the securities of the Company; provided, that the foregoing shall not restrict the Investor and Group from hedging its Affiliates) for position in the purpose Common Stock by selling covered call options with respect to no more than 25% of acquiring, holding, voting or disposing of Voting the Common Stock or Non-Voting Convertible Securitiesbeneficially owned by the Investor Group at any time; (vii) take any action which would reasonably be expected 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 require 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, 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 Restated Articles of Incorporation or 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 make be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a public announcement regarding class of securities of the possibility Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) initiate, propose or otherwise “solicit” stockholders of the Company for the approval of any stockholder proposals (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ix) communicate with stockholders of the Company or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (x) engage in any course of conduct with the purpose of causing stockholders of the Company to vote contrary to the recommendation of the Board on any matter presented to the Company’s stockholders for their vote at any meeting of the Company’s stockholders; (xi) otherwise act to seek to control or influence the management, the Board, or policies of the Company or initiate or take any action to obtain representation on the Board, except as permitted expressly by this Agreement; (xii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Company’s Restated Articles of Incorporation or Restated Bylaws, including, but not limited to, a “town hall meeting;” (xiii) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or business of the Company or any rights or options to acquire any such assets or business from any person; (xiv) seek election to the Board or seek to place a representative on the Board; (xv) seek the removal of any director from the Board; (xvi) 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 Investor Group that is otherwise in accordance with this Agreement); (xvii) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors; (xviii) form, join or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock; provided, however, that nothing herein shall limit the ability of an Affiliate of the Investor Group to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound in writing by the terms and conditions of this Agreement and files a Schedule 13D Amendment within two (2) business combination days disclosing that the Investor has formed a group with such Affiliate; (xix) demand a copy of the Company’s list of stockholders or merger involving its other books and records or make any request under Section 220 of the Delaware General Corporation Law; (xx) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its Subsidiariesofficers or directors ; provided, however, that 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) responding to or complying with a validly issued legal process that neither the Investors nor any of their Affiliates initiated, encouraged or facilitated; (xxi) disclose 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; (viiixxii) publically disclose enter into any intentiondiscussions, plan negotiations, agreements or arrangement understandings with any person or entity with respect to any action the Investors are prohibited from taking pursuant to this Section 3, 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 such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (ixxxiii) knowingly advisemake any request or 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 be reasonably determined to trigger public disclosure obligations for any party; (xxiv) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, assist or encourage cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other Persons in connection 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 3; (xxv) take any action that could reasonably be expected to force the Company to make any public disclosure with respect to any of the foregoing; or (xxxvi) request that otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. Notwithstanding the foregoing, nothing in this Section 3 shall prohibit or restrict the Investor Group from: (A) communicating privately with the Board or any officer or director 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, subject in any case to any confidentiality obligations to the Company of any such director or officer, (B) taking any action necessary to comply with any law, rule or its regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Investor Group or any of their respective directorsAffiliates or Associates, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision provided that a breach by the Investor Group of this Section 4.9(aAgreement is not the cause of the applicable requirement, or (C) privately communicating to any of their potential investors or investors factual information regarding the Company, provided such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly disclosed. For the avoidance of doubt, subject to applicable law, the Investor Group shall not be prohibited from communicating privately with stockholders of the Company and others in a manner that requires public disclosure does not otherwise violate this Section 3 or Section 6. (b) The provisions of this Section 3 shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such request. Notwithstanding anything actions are subject to such director’s fiduciary duties to the contrary in this Agreement, Company and its stockholders (i) it being understood and agreed that neither the prohibitions in this Article IV Investors nor any of their Affiliates shall not affect seek to do indirectly through the Investor’s ability to hold New Directors anything that would be prohibited if done by any of the Shares, the Warrants and the Warrant Shares, (ii) the Investors or their Affiliates). The provisions of Section 4.8 and this Section 4.9 3 shall also not prohibit any member of prevent the Investor Group from making freely voting its shares of Common Stock (except as otherwise provided in Section 2 hereto) or disclosing taking any offer actions as specifically contemplated in Section 1. (c) During the Standstill Period each Investor shall refrain from taking any actions which could have the effect of encouraging other stockholders of the Company or proposal on a confidential basis any other persons to engage in actions which, if taken by any Investor, would violate this Agreement. (d) Notwithstanding anything contained in this Agreement to the Board (andcontrary, 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 daysprovisions of Sections 1, 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 2, and 3 of this Agreement shall automatically terminate upon the occurrence of a Change of Control of transaction (as defined below) involving the Company, (iii) Company if a the acquiring or counterparty to the Change of Control transaction has conditioned the closing of the Company has occurred, then transaction on the provisions of Section 4.7, Section 4.8 and this Section 4.9 shall immediately terminate without further force or effect and the Company and the Investor shall be released from compliance therewith, (iv) if (x) the Company has entered into any agreement to effect a Change of Control of the Company or (y) a third party has made a public offer or proposal (including a tender or exchange offer) or publicly announced an intention to make 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 termination of such agreement, offer or proposal, and sections; and (ve) the provisions For purposes 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.Agreement: