Common use of Standstill Clause in Contracts

Standstill. For a period of three (3) years from the date hereof, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For Each Seller agrees that, prior to 11:59 p.m., Pacific time, on the one year anniversary of the Closing Date, it will not: (a) acquire beneficial ownership of any Company Shares; (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement; (c) form, join in or in any other way participate in a period “partnership, limited partnership, syndicate or other group” within the meaning of three Section 13(d)(3) of the Exchange Act with respect to the Company Shares or deposit any Company Shares in a voting trust or similar arrangement or subject any Company Shares to any voting agreement or pooling arrangement, other than with other Sellers or one or more of their Affiliates; (3d) years from engage in discussions with other stockholders of the date hereofCompany, each solicit proxies or written consents of stockholders or otherwise conduct any nonbinding referendum with respect to the Company agrees Shares, or make, or in any way encourage, influence or participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting or tendering, any Company Shares with respect to any matter, including any Sale Transaction that neither it nor is not approved by a majority of the Board, or become a “participant” in any contested “solicitation” for the election of its affiliates directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of 1934all of the nominees of the Board at any stockholder meeting; (e) call, as amended seek to call, or request the calling of, a special meeting of the stockholders of the Company, or seek to make, or make, a shareholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (the "Exchange Act")or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) will (nor will it assistor otherwise acting alone, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the other Company Company; (f) effect or seek to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter effect (including by entering into any discussions, negotiations, arrangements agreements or 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, solicit, encourage or facilitate any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (including by tendering or selling into) (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries; (ii) any transfer or acquisition of Company Shares or other securities of the Company or any securities of any Affiliate of the Company; (iii) any tender offer or exchange offer, merger, change of control, acquisition or other business combination involving the Company or any of its subsidiaries; or (iv) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries (any of the transactions or events described in (i) through (iv) above are referred to as a “Sale Transaction”); (g) publicly disclose, or cause or facilitate the public disclosure (including the filing of any 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 this Section 4.1; (h) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Company’s securities; (i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage any other person that engages, or offers or proposes to engage, in any of the foregoing; or (j) take or F. seek cause or request permission induce or assist others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that ; provided, that, notwithstanding the foregoing, with respect to NRC Management the foregoing covenants and agreements set forth in this Section 4.1 shall only be applicable to NRC Management’s actions on behalf of the Managed Account and nothing herein shall restrict or restrain (i) it is understood that the provisions NRC QP or any other fund, investment vehicle or managed account over which NRC Management or any of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management its Affiliates may serve as investment manager or any other investment advisory client of NRC Management (an “Other Account”) from taking any of the respective Companies actions or engaging in accordance with any of the provisions of matters set forth in this agreementSection 4.1, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender NRC Management or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more any of its Affiliates from taking any of the common stock actions or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman engaging in any of the board matters set forth in this Section 4.1 on behalf of directors any Other Account or (iii) restrict or restrain any investor or owner of such Company BD SLV or the Managed Account (other than NRC Management, to the extent set forth above) from taking any of the actions or engaging in any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7the matters set forth in this Section 4.1.

Standstill. For Each of the members of the Shareholder Group agrees that, during the Standstill Period, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will cause his or its respective Associates not to: (a) acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company or any securities of any Affiliate of the Company, if, after completion of such acquisition or proposed acquisition, such party would beneficially own more than 14.99% of the outstanding shares of Common Stock, provided, however, that this restriction shall not apply to any securities received by ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ pursuant to Section 8 of this Agreement; (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement; (c) form, join in or in any other way participate in a period “partnership, limited partnership, syndicate or other group” within the meaning of three (3Section 13(d)(3) years from of the date hereofExchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, each other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or acquired in the future subject to the limitations set forth in Section 5(a) or to the extent such a group may be deemed to result with the Company agrees that neither it nor or any of its affiliates Affiliates as a result of this Agreement; (d) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of 1934all of the nominees of the Board at the 2011 Annual Meeting or 2012 Annual Meeting as set forth in this Agreement; (e) seek, in any capacity other than as amended 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 (the "Exchange Act")or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) will (nor will it assistor otherwise acting alone, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested seek to control or influence the governance or policies of the Company, except as expressly permitted by this Agreement; (f) effect or seek to effect, in writing in advance by any capacity other than as a member of the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (g) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (h) publicly disparage any member of the Board or management of the Company; provided that this provision shall not limited toapply to compelled testimony, beneficial ownership as defined either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure; (i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (j) take or cause or induce or assist others to take any action inconsistent with any of the foregoing. Notwithstanding the foregoing, it is understood and agreed that this Agreement shall not be deemed to prohibit the Shareholder Group from (i) making public statements (including statements contemplated by Rule 13d-3 14a-1 (1) (2) (iv) under the Exchange Act), (ii) of more than 1% of any class of voting securities issued by the engaging in discussion with other Companystockholders or (iii) soliciting, or any rights encouraging or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate participating in the solicitation of any of, proxies or consents with respect to the voting securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings Company (so long as such discussions are in compliance with any third party Section 5(c) hereof) in each case with respect to any transaction that has been publicly announced by the Company involving (1) the recapitalization of the foregoing; Company, (2) an acquisition, disposition or F. seek sale of assets or request permission a business by the Company where the consideration to do any be received or paid in such transaction requires approval by the holders of the foregoing Common Stock or seek any permission to make any public announcement with respect to any (3) a change of control of the foregoingCompany. provided that (i) Further, it is understood and agreed that the provisions of this paragraph Agreement shall not be deemed to prohibit the ongoing discussions continuing to be pursued by the management ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ from engaging in any lawful act in his capacity as a director of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period Each member of three (3) years from the date hereofShareholder Group agrees that, during the Standstill Period, he or it will not, and he or it will cause each Company agrees that neither it nor of such person’s respective Affiliates, Associates and agents and any of other persons acting on his or its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934behalf not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly: (a) acquire, offer to acquire or agree to acquire, alone or in concert with any other person, individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership in excess of 12% of the outstanding shares of Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act); (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board (provided, that such nominees were not nominated in contravention of this Agreement); (c) 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 Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more of their respective Affiliates (provided that any such Affiliate signs a joinder to this Agreement) or to the extent such a group may be deemed to result with the Company or the Shareholder Group or any of their respective Affiliates as a result of this Agreement; (d) solicit proxies or written consents of stockholders or otherwise conduct any nonbinding referendum with respect to the Common Stock, or make, or in any way encourage, influence or participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or engage in discussions with, advise, encourage or influence any person with respect to voting or tendering, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” in support of all of the nominees of the Board at any stockholder meeting; (e) call or seek to call or to request the calling of a special meeting of the stockholders of the Company or seek to make or make a shareholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) or otherwise acting alone alone, or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the Company; (f) publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 7 hereof or this Section 8, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their respective Affiliates or Associates) to obtain any waiver, consent under, or amendment of any provision of this Agreement; (g) disparage the Company or any member of the Board or management of the Company, provided that this provision shall not apply to obtain representation on the other Company's Board of Directorscompelled testimony, either by legal process, subpoena or otherwise, or solicit to communications that are required by an applicable legal obligation or participate are subject to contractual provisions providing for confidential disclosure; (h) engage in the solicitation any short sale or any purchase, sale or grant of any proxies option, warrant, convertible security, stock appreciation right or consents other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the securities market price or value of the other Company; E. ’s securities; (i) enter into any discussionsarrangements, negotiationsunderstandings or agreements (whether written or oral) with, arrangements or understandings with advise, finance, assist or encourage any third party with respect other person that engages, or offers or proposes to engage, in any of the foregoing; or (j) take or F. seek cause or request permission induce or assist others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For Each of the members of the Kleinheinz Group agrees that, during the Standstill Period and provided that Company has complied and is complying with the Principal Obligations, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will cause his or its respective Associates not to: (a) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement ; (b) form, join in or in any other way participate in a period “partnership, limited partnership, syndicate or other group” within the meaning of three (3Section 13(d)(3) years from of the date hereofExchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, each other than solely with other members of the Kleinheinz Group or one or more Affiliates of a member of the Kleinheinz Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company agrees that neither it nor or any of its affiliates Affiliates as a result of this Agreement; (c) solicit proxies or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of 1934all of the nominees of the Board at the 2010 and 2011 Annual Meetings of Stockholders; (d) seek, in any capacity other than as amended a member of the Board, to call, or to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (the "Exchange Act")or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) will (nor will it assistor otherwise acting alone, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the Company, except as expressly permitted by this Agreement; (e) effect or seek to effect, in any capacity other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities than as a member of the other Company; E. enter Board (including, without limitation, by entering into any discussions, negotiations, arrangements agreements or 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 cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (f) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the Kleinheinz Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (g) publicly disparage any member of the Board or management of the Company; (h) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (i) take or F. seek cause or request permission induce or assist others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that (i) it It is understood and agreed that the provisions of this paragraph Agreement shall not be deemed to prohibit the ongoing discussions continuing to be pursued by the management Kleinheinz from engaging in any lawful act in his capacity as a director of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period of three (3a) years from From the date hereofhereof until the fourth anniversary of the Closing Date, each the Schlumberger Parties and their Affiliates (and anyone acting on behalf of any such Persons) will not, and will not enter into any agreement, understanding or other binding arrangement to: (i) acquire, directly or indirectly, Beneficial Ownership of any equity securities of the Company agrees that neither it nor other than in connection with a share split, share dividend or similar transaction; (ii) publicly seek, make or take any action to solicit or encourage any offer or proposal for any merger, consolidation, tender or exchange offer, sale or purchase of its affiliates assets or securities or other business combination, restructuring, recapitalization or similar transaction involving the Company; (iii) “solicit” or become a “participant” in any “solicitation” of any “proxy” (as such terms are defined in Rule 12b-2 Regulation 14A under the Securities Exchange Act of 19341934 (as amended, as amended (the "“Exchange Act"”)) will from or by any other stockholder of the Company in connection with any vote on any matter (nor will it assistwhether or not relating to the election or removal of directors), provide or arrange financing agree or announce its intention to vote with any Person or for others or encourage others togroup undertaking a “solicitation”; (iv) directly or indirectlyform, acting alone join or in concert with others, unless specifically requested any way participate in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership a “group” (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under Section 13(d) of the Exchange ActAct or the rules promulgated thereunder) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the any equity securities of the other Company; E. enter into ; (v) grant any discussions, negotiations, arrangements or understandings with proxies to any third party with respect to any equity securities of the foregoing; Company (other than as recommended by the Board) or F. seek or request permission to do deposit any equity securities of the foregoing Company in a voting trust; or (vi) request, propose or seek otherwise seek, in each case in a manner that would require public disclosure, any permission to make any public announcement with respect to any amendment or waiver of the foregoing. provided that provisions contained in clauses (ii)-(v) it is understood that the provisions of this paragraph Section 3.1(a). (b) The restrictions set forth in Section 3.1(a) shall not prohibit apply at any time during which the ongoing discussions continuing to be pursued by the management Schlumberger Parties and their Affiliates collectively Beneficially Own less than 10% of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7outstanding Common Stock.

Standstill. For Each of the members of the Simcoe Group agrees that, during the Standstill Period and provided that the Company has complied and is complying with the Principal Obligations, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will cause his or its respective Associates not to: (a) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement; (b) form, join in or in any other way participate in a period “partnership, limited partnership, syndicate or other group” within the meaning of three (3Section 13(d)(3) years from of the date hereofExchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, each other than solely with other members of the Simcoe Group or one or more Affiliates of a member of the Simcoe Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company agrees that neither it nor or any of its affiliates Affiliates as a result of this Agreement; (c) solicit proxies or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of 1934all of the nominees of the Board at the 2010 and 2011 Annual Meetings of Stockholders. (d) seek, in any capacity other than as amended a member of the Board, to call, or to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company or make a request for a list of the Company’s stockholders (the "Exchange Act")or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) will (nor will it assistor otherwise acting alone, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the Company, except as expressly permitted by this Agreement; (e) effect or seek to effect, in any capacity other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities than as a member of the other Company; E. enter Board (including, without limitation, by entering into any discussions, negotiations, arrangements agreements or 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 cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (f) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the Simcoe Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (g) publicly disparage any member of the Board or management of the Company; (h) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (i) take or F. seek cause or request permission induce or assist others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that (i) it It is understood and agreed that the provisions of this paragraph Agreement shall not be deemed to prohibit the ongoing discussions continuing to be pursued by the management ▇▇▇▇▇▇▇▇▇▇ from engaging in any lawful act in his capacity as a director of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period At any time prior to the fifth anniversary of three the Closing Date: (3a) years from the date hereof, each Company Werfen covenants and agrees that neither it nor any of and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Affiliates shall not, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or and shall not act in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose any Person so as to acquire, ownership form a group (including, but not limited to, beneficial ownership as defined such term is used in Rule 13d-3 13d promulgated under the Exchange Act) to, in any manner, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any Common Stock in excess of more than 15% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving outstanding Shares at the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power time of such other Companyacquisition, then without the other Company shall be permitted to contact privately the chairman prior approval of the board of directors of such the Company except for (or any person 2 3 designated by such chairmani) and submit Shares purchased pursuant to such chairman the anti-dilution right provided for in Section 6.2, (ii) Shares issued as a dividend on or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company distribution with respect to or in exchange, replacement or in subdivision of, the Purchased Shares, (iii) Shares purchased by or on behalf of a pension, retirement, 401(k) or similar plan provided, however, that the Shares acquired pursuant to this clause (iii) are voted by the plan participants or by a trustee for the benefit of the participants or (iv) Shares issued pursuant to the exercise the Warrant. (b) For so long as Werfen and its Affiliates own greater than 2 1/2 percent of the then outstanding Shares, Werfen shall not, directly or indirectly, through one or more intermediaries or otherwise, and shall cause each of its Affiliates not to, singly or as 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 Exchange Act: (i) deposit any Shares in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such offer. 7Shares; (ii) 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 any Shares (including by the execution of actions by written consent), become a "participant" in an "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to the Company or seek to advise, encourage or influence any Person or entity with respect to the voting of any Shares; or (iii) join any partnership, limited partnership, syndicate or other group, otherwise act in concert with any other person for the purpose of acquiring, holding, voting or disposing of Shares, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act (in each case other than solely with its Affiliates who are bound by the terms of this Agreement).

Standstill. For You hereby acknowledge that the Evaluation Material is being furnished to you in consideration of your agreement that neither you nor any person or entity directly or indirectly, through one or more intermediaries, controlling you or controlled by you or under common control with you, acting alone or as part of any group, will, for a period of three (3) years eighteen months from the date hereofof this agreement, each Company agrees that neither it nor any of its affiliates directly or indirectly, unless specifically requested to do so in writing in advance by the Company: (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 12b-2 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting the assets or businesses of the Company or of any securities issued by of the other Company, or any rights or options to acquire any such ownership (including from a third party); B. , or (b) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the Exchange Act) to vote or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of any securities of the Company, or (c) 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, or (d) arrange, or in any way participate 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 (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company or any of its stockholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise act, whether alone or in concert with others, to seek to control, change or influence the management, Board of Directors or policies of the Company, or nominate any person as a Director of the Company who is not nominated by the then incumbent Directors, or propose any matter to be voted upon by the stockholders of the Company, or (f) solicit, negotiate with, or provide any information to, any person with respect to a merger, consolidation exchange offer or similar transaction involving liquidation of the Company or any other acquisition of the Company; C. offer, seek any acquisition or propose to purchase, lease voting securities of or otherwise acquire all or a substantial any portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit any other similar transaction, or (g) announce an intention to, or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussionsdiscussion, negotiations, arrangements or understandings with any third party with respect to to, any of the foregoing; , or (h) disclose any intention, plan or F. seek arrangement inconsistent with the foregoing, or (i) advise, assist or request permission to do encourage any of the foregoing or seek any permission to make any public announcement other person in connection with respect to any of the foregoing. provided that In addition, you also agree during such eighteen month period not to (i) it is understood request that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated of its Representatives), directly or indirectly, amend or waive any provision of this Paragraph 5 (including this sentence) or (ii) take any action that might require the Company to make a public announcement regarding a possible transaction. If at any time during such eighteen month period you are approached by such chairman) and submit to such chairman any third party concerning your or other person an offer to acquire Voting Securities their participation in a transaction involving the assets or assets businesses of the Company or securities issued by the Company, you will promptly inform the Company of the nature of such Company and/or a request to negotiate with such Company with respect to such offer. 7transaction and the parties thereto.

Standstill. For a period Purchaser agrees that, until the first (1st) anniversary of three (3) years from the date hereofClosing Date, each Company agrees that neither it Purchaser nor any affiliate of its affiliates Purchaser will, without the prior written consent of the Company: (as defined in Rule 12b-2 under the Securities Exchange Act of 1934i) acquire, as amended (the "Exchange Act")) will (nor will it assistoffer to acquire, provide or arrange financing agree to or for others or encourage others to) acquire, directly or indirectly, acting alone by purchase or otherwise, any voting shares or direct or indirect rights to acquire any voting shares of, or economic interest in (through derivative securities or otherwise), the Company or any successor thereto; (ii) make, or in concert any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the SEC), seek to advise or influence any person or entity with others, unless specifically requested in writing in advance by respect to the other Company's Board voting of Directors, Chairman any voting shares of the Company or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Companyhave called, or cause to be called, any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving meeting of the other stockholders of the Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to (iii) make any public announcement with respect to to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its securities or assets; or (iv) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing, provided however, that the Company will not object to Purchaser’s participation in any at-the-market offering conducted by the Company in order to maintain its percentage interest as a result of any diluting issuance. provided that The provisions of this Section 4(q) shall be inoperative and of no force or effect if, from and after the date hereof: (i) it is understood any person or group shall have acquired or entered into a binding definitive agreement that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued has been approved by the management Board (or any duly constituted committee thereof composed entirely of independent directors) to acquire more than 50% of the respective Companies in accordance with outstanding voting securities of the provisions of this agreementCompany, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make any person commences a tender or exchange offer forwhich, or otherwise acquire (by mergerif consummated, consolidation, purchase or otherwise) would result in such person’s acquisition of beneficial ownership of more than 50% or more of the common stock or other equity interests, assets or earning power outstanding voting securities of such other the Company, then and in connection therewith, the other Company shall be permitted to contact privately files with the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or SEC a request to negotiate with such Company Schedule 14D-9 with respect to such offer that does not recommend that the Company’s stockholders reject such offer. 7; or (iii) the Board (or any duly constituted committee thereof composed entirely of independent directors) shall have determined in good faith, after consultation with outside legal counsel, that the failure to waive, limit, amend or otherwise modify the standstill provisions, would be reasonably likely to be inconsistent with the fiduciary duties of the Board under applicable law; provided, however, that with respect to clauses (i), (ii) and (iii) of this sentence, Purchaser shall not have solicited, initiated or participated with any such other Person or group in connection with any of the transactions contemplated by clauses (i), (ii) and (iii) of this sentence.

Standstill. For Each of the members of the ▇▇▇▇▇▇ Group and ▇▇▇▇▇▇ Director II agrees that, during the Standstill Period, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to: (a) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, and will not nominate any candidate for election to the Board or oppose the directors nominated by the Board. (b) form, join in or in any other way participate in a period “partnership, limited partnership, syndicate or other group” within the meaning of three (3Section 13(d)(3) years from of the date hereofExchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, each other than solely with other members of the ▇▇▇▇▇▇ Group or one or more Affiliates of a member of the ▇▇▇▇▇▇ Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company agrees that neither it nor or any of its affiliates Affiliates as a result of this Agreement; (c) solicit proxies or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board (including ▇▇▇▇▇▇) will at the 2009 Annual Meeting of Stockholders and each subsequent annual meeting of stockholders with respect to which the Board has nominated ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Director II; (nor will it assistd) seek, provide in any capacity other than as a member of the Board, to call, or arrange financing to request the call of, a special meeting of the stockholders of the Company, or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company or make a request for others a list of the Company’s stockholders (or otherwise induce or encourage others toany other person to initiate such proposal or request) directly or indirectlyotherwise acting alone, acting alone or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the Company; (e) effect or seek to effect, in any capacity other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities than as a member of the other Company; E. enter Board (including, without limitation, by entering into any discussions, negotiations, arrangements agreements or 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 Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (f) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the ▇▇▇▇▇▇ Group or their Affiliates or Associates) to obtain any waiver, consent under, or any amendment of, any provision of this Agreement; (g) publicly disparage any member of the Board or management of the Company; (h) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (i) take or F. seek cause or request permission induce others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that (i) it It is understood and agreed that this Agreement shall not be deemed to prohibit ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Director II from engaging in any lawful act in his capacity as a director of the Company. It is understood and agreed that the provisions ▇▇▇▇▇▇ Group shall not be responsible for any breach by ▇▇▇▇▇▇ Director II, and that ▇▇▇▇▇▇ Director II shall not be responsible for any breach by the ▇▇▇▇▇▇ Group, of any term of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Agreement.

Standstill. For a period of three (3) years from During the date hereofVoting Period, each Company Holder hereby agrees that neither it Holder nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) will (and neither Holder nor such Holder’s affiliates will it assist, provide or arrange financing to or for others or encourage others to) ), directly or indirectly, acting alone or in concert with others, unless specifically requested in writing or approved in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. Board: (i) acquire or agree, offer, seek or propose to acquireacquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% any material portion of the assets or businesses of the REIT or its affiliates or any class of voting securities issued by the REIT or its affiliates other Companythan as contemplated pursuant to the Contribution Agreement, or any rights or options to acquire such ownership (including from a third party), or make any public announcement (or request permission to make any such announcement) with respect to any of the foregoing; B. provided, however, that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Prio Touzet (together with their affiliates) shall be entitled to acquire, in the aggregate, ownership of a number of shares of Common Stock equal to no greater than one percent (1%) of the total number of shares of Common Stock then outstanding; or (ii) propose a or enter into, directly or indirectly, any merger, consolidation consolidation, recapitalization, business combination or other similar transaction involving the other CompanyREIT or any of its affiliates; C. offeror (iii) form, seek join or propose to purchase, lease or otherwise acquire all or enter into a substantial portion group (within the meaning of Section 13(d)(4) of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents Exchange Act) with respect to the any voting securities of the other CompanyREIT or any of its affiliates; E. or (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; , or F. seek otherwise advise, assist or request permission to do encourage any other persons in furtherance of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that , in each case, other than in connection with the provisions performance of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management such Holder’s duties as a member of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (Board or any person 2 3 designated committee thereof, if authorized by such chairman) and submit to such chairman Board or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7duly authorized committee.

Standstill. For a period of three (3) five years from the date hereofClosing ----------- Date (as such term is defined in Section 2(a)(i) of the Stock Purchase Agreement), each Company agrees that neither it nor LDC shall not, and shall not permit any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Affiliates to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone (i) without the prior written consent of the Company, by purchase or in concert with othersotherwise, unless specifically requested in writing in advance by the other Company's Board of Directorsacquire, Chairman or Chief Executive Officer. A. agree to acquire or agree, offer, seek or propose offer to acquire, ownership (including, but not limited to, acquire beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by of the other Company, Company or any direct or indirect rights or options to acquire such beneficial ownership (including from a third party); B. including, without limitation, any voting trust certificates representing such securities) if such acquisition would result in the aggregate beneficial ownership by LDC and all Affiliates of LDC of voting securities having voting power equal to or in excess of 15% of the then aggregate voting power of the Company, (ii) enter, propose a mergerto enter into, consolidation solicit or support any merger or business combination or change of control or other similar transaction involving the other Company; C. offerCompany or any of its subsidiaries, seek or purchase, acquire, propose to purchase, lease purchase or otherwise acquire all or a substantial solicit or support the purchase or acquisition of any portion of the business or assets of the Company or any of its subsidiaries other Company; D. seek than in the ordinary course of business, (iii) initiate or propose any matter for submission to influence or control the management or policies a vote of the other shareholders of the Company or to obtain representation on the other Company's Board of Directorsmake, or solicit or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the solicitation of proxy rules promulgated by the SEC under the Exchange Act) to vote, or seek to advise or influence any proxies or consents person with respect to the voting of, the Common Stock or any other voting securities of the Company or request or take any action to obtain any list of shareholders of the Company for such purposes, (iv) form, join or in any way participate in any group (other Company; E. than a group composed solely of LDC and its Affiliates) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to the Common Stock or any other voting securities of the Company that would be required under Section 13(d) of the Exchange Act to file a Schedule 13D with respect to such voting securities, (v) deposit any shares of Common Stock or any other voting securities of the Company in a voting trust or enter into any discussions, negotiations, arrangements voting agreement or understandings with any third party arrangement with respect thereto, (vi) seek representation on the Board (other than as contemplated by Section 7(b) of the Stock Purchase Agreement), the removal of any directors from the Board or a change in the size or composition of the Board, (vii) make any request to amend or waive any provision of this Section 3.2, which request would require public disclosure under applicable law, rule or regulation, (viii) disclose any intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of any of the foregoing; ) or F. take any action that would require public disclosure of any such intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the validity or enforceability of the foregoing, (x) assist, advise, encourage or negotiate with any person with respect to, or seek or request permission to do do, any of the foregoing or seek (xi) take, or solicit, propose to or agree with any permission other person to make take, any public announcement similar actions designed to influence the management or control of the Company. Nothing in this Section 3.2 shall (i) prohibit or restrict LDC or its Affiliates from responding to any inquiries from any shareholders of the Company as to LDC's or any such Affiliate's intention with respect to the voting of shares of Common Stock or any other voting securities of the foregoing. provided that (i) it Company beneficially owned by LDC or such Affiliate so long as such response is understood that consistent with the provisions terms of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreementAgreement, and (ii) if prohibit the purchase or other acquisition of beneficial ownership of Common Stock or other voting securities of the Company in compliance with Section 3.2(i) or (iii) restrict the right of any director on the Board designated by LDC as contemplated by Section 7(b) of the Stock Purchase Agreement to vote on any matter as such designee believes appropriate in light of his duties as a director of the Company enters into a definitive agreement with a third party pursuant to or the manner in which such third party will make designee may participate in his capacity as a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more director of the common stock Company in deliberations or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman discussions at meetings of the board Board or as a member of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7committee thereof.

Standstill. For a period Each of three (3) years from the date hereof, each Company Kellstrom and AVS agrees that neither it nor will not and will not permit its Sub▇▇▇▇▇▇▇▇▇ to, unless it shall have been specifically invited in writing by the other, in any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934manner, as amended (the "Exchange Act")) will (nor will it assistwhether publicly or otherwise, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with othersany way assist, unless specifically requested in writing in advance by the finance, influence or encourage any other Company's Board of Directorsperson or entity, Chairman whether publicly or Chief Executive Officer. A. acquire otherwise, directly or agreeindirectly to, offerinitiate, seek make, effect, cause or seek, offer or propose to acquireinitiate, make, effect, cause or seek, or participate in or take a position with respect to (i) any acquisition of any securities or assets of the other (other than in the case of assets, transactions in the Ordinary Course of Business) or beneficial ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) thereof; (ii) any tender or exchange offer, merger, or other business combination involving the other; (iii) any sale of more than assets, recapitalization, (1% of any class of voting securities issued by ) under the other CompanyExchange Act, or any rights action that would, but for Rule 14a-2(b) under the Exchange Act, be deemed a "solicitation" of "proxies" with respect to any securities of the other, or options with respect to acquire any issue that is the subject of such ownership a proxy solicitation; (including from a third party); B. propose a merger, consolidation vi) any comment or similar proposal with respect to any nomination or election of directors or other matter or transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation any grant of any proxies or consents proxy with respect to the securities of the other Companyto any person not designated by the other; E. enter into (vii) any discussionsformation of a "group", negotiationswithin the meaning of Section 13(d)(3) or Section 14(d)(2) of, arrangements or understandings with any third party Rule 13d-5 under, the Exchange Act, with respect to securities of the other; (viii) any action which would at any time require the other to make a public announcement regarding any of the foregoing; (ix) any disclosure of any intention, plan or arrangement inconsistent with any of the foregoing; or F. seek (x) any discussions, arrangements, understandings, agreements or request permission to do proposals with any of the foregoing person or seek any permission to make any public announcement entity with respect to any of the foregoing. provided that Each of Kellstrom and AVS also agree not to and agree not to permit its Affil▇▇▇▇▇ ▇▇ request the other (ior its directors, officers, employees or agents) it is understood that the provisions directly or indirectly, to amend or waive any provision of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of Section (including this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7sentence).

Standstill. For a period Each member of three (3) years from the date hereofKanen Group agrees, each Company agrees that neither it nor any of will not, and will cause its affiliates Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act")”) will and its respective principals, directors, general partners, officers, employees, and agents and representatives acting on their behalf (nor will it assistcollectively and individually, provide or arrange financing to or for others or encourage others the “Kanen Affiliates” not to) , directly or indirectly, acting absent prior express written invitation or authorization by the Board: (a) make, engage in or in any way participate in, directly or indirectly, any “solicitation” (as such term is used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(1)(2)(iv) of the Exchange Act) of proxies or consents with respect to the election or removal of directors of the Company or any other matter or proposal or become a “participant” (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents from the Company’s shareholders; (b) encourage, influence or advise any other Person or assist any Person in so encouraging, influencing or advising any Person with respect to the giving or withholding of any proxy, consent or other authority to vote the Company’s shares (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter); (c) form, join, encourage, influence, advise, act in concert with or in any way participate in, directly or indirectly, any “group” as defined pursuant to Section 13(d) of the Exchange Act, with respect to any Voting Securities, other than solely with Kanen Affiliates with respect to Voting Securities now or hereafter owned by them; (d) (i) engage in, or become a party to, any swap or hedging transaction or other derivative agreement of any nature with respect to Voting Securities or (ii) acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any Voting Securities, or rights or options to acquire any Voting Securities of the Company, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to Voting Securities, in each case of clause (i) or clause (ii); (e) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by the Kanen Group or any Kanen Affiliate to any Third Party (as defined below); (f) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or the underlying securities of the Company held by the Kanen Group or a Kanen Affiliate that would knowingly result in such Third Party, together with its affiliates and associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of the Company’s common stock outstanding at such time (including due to such Third Party, together with its affiliates and associates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 4.9% prior to such sale, offer or agreement to sell), except in a transaction approved by the Board; (g) effect or seek to effect, offer or propose to effect, cause, make or in any way participate, directly or indirectly, (or in any way assist or facilitate any other person to do so) in any tender offer, exchange offer, merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any of its subsidiaries or the Company’s securities or a material amount of the assets of the Company and its subsidiaries (“Extraordinary Transaction”), taken as a whole, or frustrate or seek to frustrate any Extraordinary Transaction proposed or endorsed by the Company, or make any public statement with respect to an Extraordinary Transaction (it being understood and agreed that the foregoing shall not restrict the Kanen Group 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, unless specifically requested 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 writing this Section 2; (h) enter into a voting trust or proxy, arrangement or agreement or subject any Voting Securities to any voting trust or proxy, arrangement or agreement, in advance each case other than solely with other Kanen Affiliates, with respect to Voting Securities now or hereafter owned by them and other than granting proxies in solicitations approved by the Board; (i) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company's Board ; (i) except as set forth in Section 1 of Directorsthis Agreement, Chairman seek, alone or Chief Executive Officer. A. acquire in concert with others, election or agreeappointment to, offeror representation on, seek the Board, or nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board; or (ii) seek, ownership alone or in concert with others, the removal or resignation of any member of the Board; (including, but not limited to, beneficial ownership as defined in k) make or be the proponent of any stockholder proposal (pursuant to Rule 13d-3 14a-8 under the Exchange ActAct or otherwise); (l) (i) call or seek to call any meeting of stockholders, including by written consent, (ii) except as set forth in Section 1 of this Agreement, seek representation on, or nominate any candidate to, the Board, (iii) seek the removal of any member of the Board, (iv) solicit consents from stockholders or otherwise act to seek or act by written consent, or (v) conduct a referendum of stockholders; (m) 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; (n) make any public statement or public proposal or request with respect to or take any action in support of (i) any change in the number or term of directors or the filling of any vacancies on the Board, (ii) any change in the capitalization or dividend policy of the Company, (iii) any other material change in the Company’s management, business or corporate structure, (iv) any waiver, amendment or modification to the Company’s certificate of incorporation or By-Laws, or other actions which may impede the acquisition of control of the Company by any person, (v) 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 (vi) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g) (4) of more than 1% the Exchange Act; (o) institute, solicit, assist or join (or threaten to do so) any litigation, action, complaint, arbitration or other proceeding against or involving the Company or any of its current former or future directors, officers, employees, stockholders or Affiliates (including derivative actions), in order to effect or take any class of voting securities issued the actions expressly prohibited by this paragraph 13; (p) make any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged, the other Company, any of the Company’s Affiliates, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets Company’s past, present or future officers or directors appointed during the term of the other Company; D. seek this Agreement; (q) make any public disclosure, announcement or propose to influence statement regarding any intent, purpose, plan or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents 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 the other Company; E. this Agreement; (r) enter into any discussions, negotiations, arrangements agreements or understandings with any third party with respect Third Party to take any action that the Kanen Group is prohibited from taking pursuant to this Section 2; (s) make any request or submit any proposal to amend or waive the terms of the foregoingthis Agreement, in each case which would reasonably be expected to result in a public announcement of such request or proposal; or (t) disclose any intention, plan or F. seek or request permission arrangement to do any of the foregoing foregoing. (u) As used in this paragraph 13, the term (a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; (b)“Person” shall be interpreted broadly to include, among others, any individual, general or seek limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any permission to make kind or structure; (c) “Third Party” means any public announcement with respect to any Person that is not the Kanen Group or an Affiliate of the foregoingKanen Group; and (d) “Voting Securities” shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. provided that These standstill restrictions terminate upon the earliest to occur of (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management end of the respective Companies term for which a Designee is appointed (or such longer period as the Designee or, in accordance with certain circumstances, a replacement director selected pursuant to the provisions of this agreementAgreement, and continues to serve on the Board), (ii) if a Company enters into a definitive agreement with a third party pursuant ten calendar days prior to which such third party will make a tender or exchange offer for, or otherwise acquire the deadline for the submission of shareholder nominations for the Company’s 2019 annual meeting of stockholders (by merger, consolidation, purchase or otherwise) 50but only in the event that the Kanen Group beneficially owns 10% or more of the common stock Company’s outstanding shares of Common Stock and the appointed Designee has tendered his resignation on or other equity interestsbefore such date) and (iii) five business days after such date, assets or earning power if any, that the Kanen Group provides written notice to the Company that the Company materially breached any of its commitments under the Agreement and where the Company has not cured such other Companybreach within 15 business days after such written notice (such period, then the other Company shall be permitted “Standstill Period”). During the Standstill Period, the Kanen Group has also agreed to contact privately the chairman vote its shares in favor of the board Company’s nominees of existing directors for election to the Board and in accordance with any recommendations of such the Board on certain other matters. The Company (agrees that during the Standstill Period neither it, nor any of its officer, directors or employees, will make any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged, the Kanen Group, or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets member of such Company and/or a request to negotiate with such Company with respect to such offerthe Kanen Group. 7The Agreement will terminate upon the expiration of the Standstill Period.

Standstill. For From the date of this Agreement to the Expiration Date (the “Restricted Period”), without the prior written consent of the Board, the Arbiter Signatories shall not, and shall not permit any of their respective Affiliates, or any of the Arbiter Signatories’ or their respective Affiliates’ directors, officers, employees, consultants or representatives to, and shall use their reasonable best efforts to not permit any other members of the Arbiter Group or any of such other members’ respective Affiliates, or any of such other members’ or such other members’ respective Affiliates’ directors, officers, employees, consultants or representatives, to, directly or indirectly, alone or in concert with any person: (a) engage in any “solicitation” (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) of proxies or consents with respect to the election or removal of directors or any other matter or proposal or in any referendum (whether binding or otherwise) of stockholders of the Company or become a period “participant” (as such term is used in the proxy rules of three the SEC) in any such solicitation of proxies or consents or in any such referendum other than at the Board’s direction, or encourage, assist, advise or influence any other person or assist any third party in so encouraging, assisting, advising or influencing any person with respect to the giving or withholding of any proxy, consent or other authority in any such solicitation of proxies, consents or other authority or any such referendum other than consistent with the Board’s recommendation in connection with such matter, or publicly disclose how it intends to vote or act on any such matter; provided, however, that the Arbiter Group may publicly disclose how it intends to vote (i) in any such proxy solicitation or referendum if and solely to the extent required by applicable subpoena, legal process, or other legal requirement (except for such requirement that arises as a result of the actions of the Arbiter Group otherwise in violation of this Section 3) years from or (ii) with respect to any Extraordinary Transaction that has already been publicly announced by or on behalf of the date hereofCompany; (b) form, each Company agrees that neither it nor join or in any way participate in a “group” (within the meaning of its affiliates (as defined in Rule 12b-2 under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) will or otherwise act in concert with any other person (nor will it assistother than Affiliates or Associates of the Arbiter Group which agree to be bound by this Agreement), provide in each case, with respect to any Company Securities; (c) effect, seek to effect or arrange financing to or for others or encourage others to) directly or indirectlysupport, acting whether alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, any tender offer, seek exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or propose to acquireextraordinary transaction involving the Company or a majority of its securities or a majority of its assets (each, ownership an “Extraordinary Transaction”) (includingit being understood that the foregoing shall not restrict the Arbiter Group from tendering shares, but not limited to, beneficial ownership receiving payment for shares or otherwise participating in any such transaction on the same basis as defined in Rule 13d-3 under other stockholders of the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or from participating in any rights or options to acquire such ownership (including from a third partytransaction that has been approved by the Board); B. propose a mergeror take any action, consolidation alone or similar transaction involving in concert with others, in support of or make any proposal or request that constitutes: (i) advising, controlling, changing or influencing the other Company; C. offer, seek Board or propose to purchase, lease or otherwise acquire all or a substantial portion management of the assets Company, including any plans or proposals to change the number or term of directors or (except as provided in Section 2 above) to fill any vacancies on the Board, (ii) any material change in the capitalization or dividend policy of the Company, or (iii) any other material change in the Company; D. seek ’s executive management, business, corporate strategy or propose corporate structure; (d) enter into a voting trust, arrangement or agreement or subject any Voting Securities to influence any voting trust, arrangement or control the management or policies agreement, in each case other than solely with other Affiliates of the other Company or to obtain representation on the other Company's Board of DirectorsArbiter Group, or solicit or participate in the solicitation of any proxies or consents with respect to Voting Securities now or hereafter owned by it; (e) institute any litigation against the securities Company, its directors or its officers, make any “books and records” demands against the Company or make application or demand to a court or other person for an inspection, investigation or examination of the Company or its subsidiaries or Affiliates (whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise) other Company; E. than as may be necessary to enforce the terms of this Agreement; (f) enter into any discussions, negotiations, arrangements agreements or understandings with any third party with respect to any of the foregoing; , or F. seek or request permission to do any of the foregoing advise, assist, intentionally encourage or seek to persuade any permission third party to make take any public announcement action with respect to any of the foregoing. provided that , or otherwise take or cause any action inconsistent with any of the foregoing; (g) seek to call, or request the calling of, a special meeting of the stockholders or seek to make, or make, a stockholder proposal at any meeting of the stockholders of the Company; (h) make any request or submit any proposal to amend or waive any of the terms of this Agreement, in each case, which would reasonably be expected to result in a public announcement or public disclosure of such request or proposal; (i) it is understood purchase or acquire by other means, or enter into an agreement to purchase or acquire, beneficial ownership of Voting Securities of the Company such that, after giving effect to such purchase or acquisition, the Arbiter Group’s beneficial ownership of Company Common Stock would exceed fifteen and twenty-five hundredths percent (15.25%) of the issued and outstanding Voting Securities of the Company (based on information set forth in the most recent quarterly or annual report and any current report subsequent thereto, filed by the Company with the SEC); provided, that this Section 3(i) and the other provisions of this paragraph Agreement do not constitute, and shall not prohibit the ongoing discussions continuing to be pursued construed in any respect as, an approval by the management Board or any other Person, under Section 203 of the respective Companies in accordance with Delaware General Corporation Law, of any transaction involving the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50other acquisition of beneficial ownership of Voting Securities by the Arbiter Group (including the acquisition of 15.00% or more of such Voting Securities). (j) other than in sale transactions on the common stock NYSE or other equity interests, assets through a broker or earning power of such other Company, then dealer where the other Company shall be permitted to contact privately the chairman identity of the board of directors of such Company (purchaser is not known, sell or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, Common Stock or any person 2 3 designated by such chairmanderivatives relating to Common Stock to any third party that either (i) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or has filed a request to negotiate with such Company Schedule 13D with respect to the Company or (ii) to the knowledge of the Arbiter Group, has run (or publicly announced an intention to run) a proxy contest or consent solicitation with respect to another company in the past three years (but, in the case of this clause (ii), only if the Arbiter Group knows, after reasonable inquiry, that the third party has, or will as a result of the transaction have, beneficial ownership of more than 5% of the Common Stock). The Arbiter Signatories, jointly and severally, agree to be responsible for any action or omission by any of the following that would constitute a breach of this Agreement if directly or indirectly taken or omitted by any member of the Arbiter Group: any consultants, agents, representatives, attorneys, Affiliates and advisors of the Arbiter Signatories, to the extent such offerpersons are directly or indirectly acting on behalf of the Arbiter Signatories. 7For the avoidance of doubt, nothing in this Agreement shall limit the ability of the Arbiter Designees to act in accordance with their fiduciary duties in their individual capacities as directors of the Company.

Standstill. For a period (a) Each of three (3) years from the date hereofPurchaser Parties agrees that, during the Standstill Period, it shall not, and shall cause each Company agrees that neither it nor any of its affiliates Affiliates (as defined in Rule 12b-2 under collectively and individually, the Securities Exchange Act of 1934“Standstill Parties”) not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting in any manner, alone or in concert with othersothers take any of the following actions without the prior consent of the Company (acting through a resolution of the Board of Directors): (i) make, unless specifically requested engage in, or in writing any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in advance the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Board of Directors or to approve any proposals submitted to a vote of the stockholders of the Company that have not been authorized and approved, or recommended for approval, by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire become a “participant” in any contested “solicitation” (as such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of the Directors at any stockholder meeting, or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons who are not Standstill Parties with respect to any equity securities or any indebtedness of the Company (or its Subsidiaries) or otherwise in any manner agree, offerattempt, seek or propose to deposit any equity securities or any indebtedness of the Company (or its Subsidiaries) or any securities convertible or exchangeable into or exercisable for any such equity securities or any indebtedness in any voting trust or similar arrangement, or, except as may be provided by the Stage 2 Investment Agreement, subject any equity securities or any indebtedness of the Company (or its Subsidiaries) to any arrangement or agreement with respect to the voting thereof; (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, (x) any indebtedness of the Company (or its Subsidiaries) or (y) any equity securities of the Company (or its Subsidiaries) or any rights decoupled from the underlying securities that, in the case of clause (y), would result in the Purchaser Parties (together with all Standstill Parties), having Beneficial Ownership in more than 9.9% in the aggregate of the shares of the Company Common Stock outstanding at such time; provided that this Section 4.03(a)(iii) will not be breached, and nothing in this Section 4.03(a)(iii) will require any shares of Company Common Stock to be sold, solely to the extent the Standstill Parties, collectively, exceed the ownership limit under this paragraph as the result of any share repurchase or any other Company action that reduces the number of outstanding shares of Company Common Stock; (includingiv) effect or seek to effect, but offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization, reorganization, sale or acquisition of all or substantially all assets, liquidation, dissolution, delisting or deregistration of securities, material change in capitalization or dividend policy, joint venture with a Third Party or other extraordinary transaction involving the Company or any of its Subsidiaries or any of their respective securities or indebtedness (each, an “Extraordinary Transaction”); provided, however, that this clause (iv) shall not limited topreclude the tender by the Standstill Parties of any securities of the Company into any Third Party Tender/Exchange Offer solely to the extent the Board of Directors recommends that the holders of the Company Common Stock accept such tender or exchange offer, beneficial ownership as defined or takes no position with respect to such Third Party Tender/Exchange Offer, in Rule 13d-3 each case in a Schedule 14D-9 under the Exchange Act) of more than 1% Act or the vote by the Standstill Parties of any class of voting securities issued by of the other Company with respect to any Extraordinary Transaction in accordance with the recommendation of the Board of Directors; or (v) (A) call or seek to call any meeting of stockholders of the Company, or any rights or options to acquire such ownership including by written consent, (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, B) seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, seek the removal of any member of the Board of Directors, or otherwise seek to control or change the Board of Directors 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 of Directors, (C) solicit consents from stockholders or participate in the solicitation of any proxies otherwise act or consents seek to act by written consent with respect to the securities Company, (D) conduct a referendum of stockholders of the Company or (E) make a request for any stockholder list or other CompanyCompany books and records, whether pursuant to Section 220 of the Delaware General Corporation Law, as amended from time to time, or otherwise; E. provided that nothing in this Section 4.03(a)(v) shall restrict or prohibit any Standstill Party from voting any shares of Company Common Stock owned by such Standstill Party in its discretion; (vi) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing activities; (vii) enter into any discussions, negotiations, arrangements agreements or understandings with any third party Third Party with respect to any of the foregoing; , or F. advise, assist, knowingly encourage or seek or request permission to do persuade any Third Party to take any of the foregoing actions in this Section 4.03; or (viii) request, directly or seek indirectly, any permission amendment, modification or waiver of this Section 4.03 (including this clause (viii)). (b) The foregoing provisions of Section 4.03(a) shall not be deemed to make any public announcement prohibit (i) the Standstill Parties or their respective directors, executive officers, partners, employees, managing members, advisors or agents (acting in such capacity) from communicating privately with the Company’s Board of Directors, officers or advisors following the Negotiation Period with respect to any of the foregoing. Extraordinary Transaction; provided that (i) it is understood that the provisions no such person may request, directly or indirectly, any amendment, modification or waiver of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreementSection 4.03, and or (ii) if a acquisitions of equity or debt securities of the Company by Affiliates of HNA that (x) are engaged in ordinary course securities trading activities on behalf of Third Parties, (y) have not received any Confidential Information and (z) have not been directly or indirectly encouraged to take any of the foregoing activities by any of the Standstill Parties or any of their respective Representatives (such Affiliates, the “HNA Trading Affiliates”). (c) Upon the date on which the Company enters into a definitive agreement with respect to a third party pursuant Change in Control of the Company, the restrictions set forth in Section 4.03(a) shall be suspended. Upon the termination of any such agreement prior to which the consummation of the Change in Control of the Company contemplated thereby, such third party will make restrictions shall be reinstated in accordance with their terms for the duration of the Standstill Period. (d) Notwithstanding anything in this Section 4.03 to the contrary, during the Standstill Period, if the Board of Directors determines to commence a tender process for soliciting indications of interest, proposals or exchange offer foroffers from Third Parties, or otherwise acquire explore strategic alternatives, in each case that is intended or would reasonably be expected to result in a Change in Control of the Company, (i) the Board of Directors will provide prompt written notice thereof to the Purchaser (unless any Observer designated by mergerthe Purchaser has already been notified in writing of such process, consolidation, purchase in connection with his or her attendance at meetings of the Board of Directors or otherwise) 50% or more of and (ii) the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall Purchaser will be permitted to contact privately participate in such process on terms and conditions as are substantially identical to those applicable to other potential bidders, subject to those deviations that the chairman Board of Directors determines in good faith are required by applicable Law, or as otherwise determined by the Board of Directors in good faith in a manner consistent with the exercise of its fiduciary duties. For the avoidance of doubt, this Section 4.03 shall not apply, in whole or in part, if the Board of Directors has not determined to engage in any process or exploration of strategic alternatives, in each case, as described in the immediately preceding sentence, including under any circumstances in which the Company determines to enter into any agreement with any Person that is intended to result in a Change in Control of the board Company without having determined to engage in such a process or exploration of directors strategic alternatives. The Purchaser understands (x) that the Board of Directors and its representatives shall be free to conduct or terminate in whole or in part any process for any transaction as they in their sole discretion shall determine (including negotiating with any of the prospective parties to any such Company (transaction and entering into a definitive agreement with any Person without prior notice to the Purchaser or any person 2 3 designated by such chairmanother Person), (y) and submit any procedures relating to such chairman transaction may be changed at any time without notice to the Purchaser or any other person an offer Person and (z) that the Board of Directors expressly reserves the right in its sole and absolute direction to acquire Voting Securities evaluate the terms of any proposal and to fully or assets partially accept or reject any or all proposals, to terminate discussions with any or all Persons without assigning any reason therefor and to determine not to engage in any transaction, including a Change in Control of such Company and/or a request to negotiate with such Company with respect to such offer. 7the Company.

Standstill. For Seller agrees that for a period of three fifteen (315) years from months after the date hereofof this Agreement, so long as (i) this Agreement has not been terminated pursuant to the breach of Purchaser or (ii) Seller has not been required to return the Purchase Price to the Company pursuant to any bankruptcy, insolvency or other judicial proceeding, Seller shall not, and shall cause each of its officers, directors, majority-owned subsidiaries and affiliates for which Seller or a direct or indirect parent of Seller has voting or effective control not to, unless and until such party shall have received the prior written invitation or approval of a majority of directors of Purchaser, directly or indirectly (i) acquire, agree to acquire or make any proposal to acquire any securities of Purchaser, any warrant or option to acquire any such securities, any security convertible into or exchangeable for any such securities or any other right to acquire any such securities; provided, however, that each of the K-1 Directors shall be permitted to exercise, in accordance with their terms, any options to purchase Purchaser's Common Stock he or she has received pursuant to their appointment or service on Purchaser's Board of Directors, subject to any lock-up or other restrictions imposed by the Company agrees that neither it nor on Purchaser's Board of Directors in connection with the Fund Raising, (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving Purchaser or any of its affiliates subsidiaries, (as defined iii) make, or in any way participate in, any "solicitation" of proxies or consents (whether or not relating to the election or removal of directors) within the meaning of Rule 12b-2 14a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any securities of Purchaser or any of its subsidiaries, or seek to advise or influence any person with respect to the voting of any securities of Purchaser or any of its subsidiaries, or demand a copy of the stock ledger list of stockholders, or any other books and records of Purchaser or any of its subsidiaries, (iv) will form, join or in any way participate in a "group" (nor will it assistwithin the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Purchaser or any of its subsidiaries, provide or arrange financing to or for others or encourage others to(v) directly or indirectlyotherwise act, acting alone or in concert with others, unless specifically requested to seek to control or influence, in writing in advance by any manner, the other Company's management, Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management Directors or policies of the other Company Purchaser or to obtain representation on the other Company's Board any of Directorsits subsidiaries, (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or solicit or participate in the solicitation of any proxies or consents advise, finance (with respect to the securities persons for which Seller and each of the its officers, directors, majority-owned subsidiaries and affiliates for which Seller or a direct or indirect parent of Seller has voting or effective control), assist or encourage, any other Company; E. enter into any discussions, negotiations, arrangements or understandings persons in connection with any third party with respect to any of the foregoing; , or F. seek make any investment in any other person for which Seller and each of its officers, directors, majority-owned subsidiaries and affiliates for which Seller or request permission a direct or indirect parent of Seller has voting or effective control that engages, or offers or proposes to do engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, Seller shall not be permitted to act as a joint bidder or seek co-bidder with any permission to make any public announcement other person with respect to Purchaser or any of its subsidiaries), or (vii) make any publicly disclosed proposal regarding any of the foregoing. provided that (i) it is understood that Seller agrees during such period not to make any proposal or statement, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the provisions foregoing, or request the EXECUTION COPY other Party directly or indirectly, to amend, waive or terminate any provision of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of Agreement (including this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7sentence).

Standstill. For a period Except through the transactions contemplated by the Merger Agreement, the Stockholder agrees that, without the prior written consent of three Parent, it will not (3) years from the date hereof, each Company agrees that neither and it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others not assist or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by at any time prior to the other Company's Board termination of Directors, Chairman or Chief Executive Officer. A. Article II of this Agreement pursuant to Section 3.12 hereof (the "Article II Termination Date"): (a) acquire or agree, offer, seek or propose to acquire, ownership directly or indirectly, alone or in concert with any other association, corporation, company, group, partnership or other entity or individual (includingeach a "Person"), by purchase or otherwise, any ownership, including but not limited to, to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act) of more than 1% "), of any class securities of voting securities issued by the other CompanyParent or any subsidiary thereof, or any rights or options to acquire such ownership (including from a any third party); B. propose ; (b) solicit proxies (as such term is defined in Rule 14a-l under the Exchange Act), or consents to vote, whether or not such solicitation is exempt under Rule 14a-2 under the Exchange Act with respect to any matter from holders of securities of Parent, or make any communication exempted from the definition of solicitation by Rule 14a-l(l)(2)(iv) under the Exchange Act; (c) initiate, or induce or attempt to induce any other Person, entity or group to initiate, any stockholder proposal or tender offer or exchange offer for any securities of Parent or any subsidiary thereof, any change of control of Parent or any subsidiary thereof, any merger or other business combination involving Parent, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Parent or its subsidiaries, or the convening of a mergerstockholders' meeting of Parent or any subsidiary thereof; (d) form, consolidation join or similar transaction involving in any way participate in a "group" (as defined in the other Company; C. offer, seek or propose Exchange Act) with respect to purchase, lease securities of Parent or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company Parent or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. subsidiary thereof; (e) enter into any discussions, negotiations, arrangements or understandings with any third party other Person other than Parent's representatives with respect to any of matter described in the foregoingforegoing subparagraphs (a) through (d); or F. seek or request permission to do or (f) take any action inconsistent with any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoingsubparagraphs (a) through (e). provided that (i) it is understood that the provisions of this paragraph The foregoing shall not prohibit or restrict (a) actions taken by directors or officers of the ongoing discussions continuing to be pursued Company in their capacities as such (including, in the case of directors, in the exercise of their fiduciary duties), (b) actions allowed by the management Merger Agreement or (c) transactions leading to the ownership of less than 5% of the respective Companies in accordance with the provisions securities of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Parent.

Standstill. For a period of three (3) years Each Investor agrees that from the date hereofhereof and until one year following the date hereof (the “Standstill Period”), each Company agrees it will not, and will also ensure that neither it no member of its Investor Group nor any Person acting on behalf of or in concert with such Investor nor any member of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Investor Group, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior written consent of the Company: (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities of the Company or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities that (taken together with all Shares and other voting securities held by such Investor Group) exceeds 19.9% of the then outstanding shares of Common Stock; (ii) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its Subsidiaries; (iii) initiate, encourage, make, or in any way participate or engage 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 voting securities of the Company; (iv) file with the Commission a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its stockholders that would be required to be filed with the Commission pursuant to Rule 14a-12 or other provisions of the Exchange Act; (v) nominate or recommend for nomination a Person for election at any stockholder meeting at which directors of the Company’s board of directors are to be elected; (vi) submit any stockholder proposal for consideration at, or bring any other business before, any Company stockholder meeting; (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; (ix) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of the stockholders of the Company; (x) otherwise act, alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman to seek to control or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or the policies of the other Company Company; (xi) disclose any intention, plan or to obtain representation on the other Company's Board of Directorsarrangement prohibited by, or solicit inconsistent with, the foregoing; or participate in the solicitation of any proxies (xii) advise, assist or consents with respect to the securities of the other Company; E. encourage or enter into any discussions, negotiations, agreements or arrangements or understandings with any third party other Persons in connection with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period (a) Without the prior written approval of three the Board, from the date hereof until the date that is six (36) years from months after the date hereof, Investor shall not, and shall cause each Company agrees that neither it nor any of its affiliates controlled Affiliates not to, directly or indirectly: (i) commence or publicly propose to commence any tender or exchange offer for securities of the Company or publicly propose to enter any merger, consolidation, business combination or acquisition or disposition of all or substantially all of the assets of the Company; (ii) nominate for election, or seek to elect, any individual as defined a Director, other than as contemplated by Section 4.01 of this Agreement; (iii) publicly propose any recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction with respect to the Company; (iv) acquire or publicly propose to acquire any right to direct the voting or disposition of, or any other right with respect to, equity securities of the Company (including Company Common Stock), in Rule 12b-2 under each case, to the extent the Investor and its Affiliates would, after exercising the Warrant, collectively control greater than 9.9% of the Total Voting Power of the Company; (v) form, join or knowingly participate in a “partnership, limited partnership, syndicate, or other group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) will (nor will it assistfor purposes of acquiring, provide holding, voting or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% disposing of any class securities of voting the Company; or (vi) dispose of Company Common Stock in response to an unsolicited tender offer for securities issued by of the Company or other Company, proposed business combination to the Person making such unsolicited tender offer or proposal or any rights or options of its Affiliates, except pursuant to acquire such ownership an Exempt Transfer; (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain vii) make any proposal for additional representation on the other Company's Board of DirectorsBoard, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Companynot otherwise permitted under Section 3.01; E. or (viii) enter into any discussions, negotiations, arrangements or understandings agreements with any third party with respect to taking any of the actions set forth in the foregoing clauses (i) through (vii); provided that, notwithstanding the foregoing; , nothing in this Section 3.01 shall restrict or F. seek prohibit: (A) compliance by Investor or request permission to do American Acorn Corporation with, or the exercise by Investor or American Acorn Corporation of any of its rights under, this Agreement, the foregoing Warrant or seek the Stock Purchase Agreement; (B) any permission to make any public announcement transaction with respect to the Warrant or Warrant Shares; or (C) any of Exempt Transfer. (b) Notwithstanding anything to the foregoing. provided that (i) it is understood that contrary in this Section 3.01, on and after the provisions of this paragraph date hereof, Investor shall not prohibit the ongoing be prohibited or restricted from initiating and engaging in private discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of Company or the Board in relation to, or making and submitting to the Company or the Board, non-public proposals regarding the matters addressed by this agreementSection 3.01. (c) Notwithstanding anything to the contrary herein, the restrictions in Section 3.01(a) shall no longer apply from and (ii) if a after the time at which the Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase business combination, restructuring or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or similar transaction with any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7third party.

Standstill. For a period (a) From and after the Closing and until the third (3rd) year anniversary of three (3) years from the date hereof, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended Closing (the "Exchange Act"“Standstill Period”), the Investor shall not and shall not permit its Affiliates to, directly or indirect, without prior written consent of the Company: (i) will (nor will it assistacquire, provide offer to acquire, or arrange financing agree to or for others or encourage others to) acquire, directly or indirectly, acting alone by purchase or in concert with othersotherwise, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% any Beneficial Ownership of any class securities of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a any third party); B. propose , if after giving effect to such acquisition, the number of shares of Common Stock Beneficially Owned by the Investor and its Affiliates would exceed the Standstill Interest; (ii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are defined or used in Regulation 14A under the Exchange Act), or seek to advise or influence any Person with respect to the voting of any Voting Securities of the Company in a merger, consolidation manner inconsistent with the Board’s recommendation; (iii) seek election or similar transaction involving removal of any member of the Board other Company; C. offer, seek or propose to purchase, lease than Investor Board Representatives or otherwise acquire all act, alone or in concert with others, to control or influence the Company, by way of any public communication or communication directly with any person other than the Company; (iv) call, or seek to call, a substantial portion meeting of the assets stockholders of the other Company; D. ; (v) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) (a “Group”) regarding Voting Securities of the Company; (vi) otherwise act, alone or in concert with others, to seek to control or propose to influence or control the management or the policies of the Company, by way of any public communication or communication directly with any person other than the Company; (vii) advise or knowingly assist or encourage, or enter into any discussions, negotiations, agreements or arrangements with any third party in connection with any of the foregoing; or (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, provided that nothing in items (ii), (iii) or (vi) shall prevent the Investor or its Affiliates from communicating privately with the stockholders of the Company to the extent such communication does not constitute a “solicitation” or to obtain representation “proxies” as such terms are defined or used in Regulation 14A under the Exchange Act. (b) Following the termination of the Standstill Period and until the date on which there is no Investor Board Representative on the other Board, the Investor shall not and shall not permit its Affiliates to, directly or indirect, without prior written consent of the Company's Board : (i) take or cause o be taken any of Directorsthe actions set forth in Section 3.1(a)(ii) or (a)(iii) hereof; and (ii) acquire, offer to acquire, or solicit agree to acquire, directly or participate in the solicitation indirectly, by purchase or otherwise, any Beneficial Ownership of any proxies securities of the Company, or consents any rights or options to acquire such ownership (including from any third party), if after giving effect to such acquisition, the number of shares of Common Stock Beneficially Owned by the Investor and its Affiliates would exceed 29.9% of the then Outstanding Shares (c) The provisions of Section 3.1(a) shall automatically be suspended if (x) the Company engages in, enters into or continues any material discussions or negotiations regarding any proposal or offer that constitutes or would be reasonably expected to lead to a Change of Control, or approves or recommends, or publicly proposes to approve or recommend, any Change of Control, or enters into a definitive and binding agreement with the Company providing for a Change of Control, (y) any Person or its Affiliates (other than Investor or its Affiliates) commences a tender offer or exchange offer with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) representing 50% or more of the common stock or other equity interests, assets or earning voting power of such other the Company, then or (z) any Person or its Affiliates (other than Investor or its Affiliates) enters into an agreement or commences a proxy solicitation in which such Person or its Affiliates would acquire the other Company ability to elect a majority of the Board and the Board does not recommend against such agreement or proxy solicitation within ten (10) Business Days of the entry into such agreement or the commencement of such proxy solicitation; provided, that the provisions of Section 3.1(a) shall be permitted to contact privately automatically reinstated in the chairman event that a Change of Control transaction does not occur or such discussions, negotiation, tender offer, exchange offer, agreement or proxy solicitation terminate; provided, further, that the board of directors reinstatement of such Company (or standstill obligations under Section 3.1(a) shall in no event prohibit the Investor from continuing taking any person 2 3 designated action that has been taken by such chairman) the Investor during the suspension period and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7is continuing.

Standstill. For a period (a) In consideration of three the transactions contemplated by this Agreement and the willingness of Transcept to enter into the Collaboration, Purdue hereby agrees that, during the Standstill Period (3) years from as defined below), unless the date hereofrestrictions set forth in this Section 14.6 have been specifically waived in writing by Transcept, each Company agrees that neither it Purdue nor any of its affiliates Affiliates will in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of securities (or beneficial ownership thereof) if, after such acquisition, Purdue and its Affiliates would beneficially own (as such term is defined in Rule 12b-2 under 13d-3 of the Securities Exchange Act ▇▇▇▇ ▇▇▇) in the aggregate [***] percent ([***]%) or more of 1934the voting securities of Transcept then outstanding on a fully diluted as converted basis, whether or not in a tender offer or exchange offer, or any acquisition of Transcept’s assets or business; (B) any tender or exchange offer, merger or other business combination involving Transcept; provided however, for the avoidance of doubt, the limitation in this Section 14.6 shall not preclude any such person from selling Transcept securities in a tender or exchange offer initiated by a person other than Purdue or its Affiliates, or from voting Transcept securities owned by it or them in favor of or against any such sale; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Transcept; provided however, this clause (C) shall not apply to any transactions contemplated by this Agreement and shall not preclude any such person from participating in any such transaction as amended a result of which the percentage interest in Transcept held by Purdue and its Affiliates would not increase from the percentage held by Purdue and its Affiliates immediately prior to such transaction (the "Exchange Act")) will (nor will it assistother than solely as a result of a redemption or other repurchase by Transcept, provide or arrange financing to or for others or encourage others to) whether directly or indirectly, acting of securities outstanding in a transaction in which none of Purdue nor any of its Affiliates was directly or indirectly a sponsor), or voting Transcept securities owned by it in favor of or against any such transaction, or receiving assets from Transcept upon Transcept’s liquidation (unless Purdue or any of its Affiliates was directly or indirectly a sponsor of such liquidation); or (D) any “solicitation” (as soliciting party) 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 Transcept; (ii) form, join or in any way participate in a “group” (as defined under the ▇▇▇▇ ▇▇▇) with respect to any acquisition by any such person of securities of [***] percent ([***]%) or more of the voting securities of Transcept then outstanding on a fully diluted as converted basis; (iii) seek alone or in concert with others, unless specifically requested in writing in advance by to control or influence the other Company's Board management, board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management directors or policies of the Transcept (other Company or to obtain representation on the other Company's Board than influence as part of Directors, or solicit or participate commercial discussions in the solicitation ordinary course of business under this Agreement, any proxies amendments hereto and/or the activities contemplated hereby); (iv) take any action (other than to disclose the existence of this Agreement or consents with respect matters arising hereunder in any Schedule 13D or 13G under the 1934 Act or in any other disclosure required by Applicable Law) which would reasonably be expected to the securities force Transcept to make a public announcement regarding any of the other Companytypes of prohibited matters set forth in this Section 14.6; E. or (v) enter into any discussions, negotiations, discussions or arrangements or understandings with any third party with respect to any of the foregoing; Third Party, which discussions or F. seek arrangements ultimately result in Purdue or request permission to do its Affiliates or such Third Party taking any of the foregoing prohibited actions or seek any permission to make any public announcement with respect to participating in any of the foregoing. provided that foregoing prohibited matters. (ib) it is understood that Purdue also agrees, during the provisions Standstill Period, not to request Transcept (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management Section 14.6 (including this sentence). For purposes hereof, “Standstill [***] Confidential treatment has been requested for portions of the respective Companies in accordance this exhibit. These portions have been omitted from this exhibit and have been filed separately with the provisions of this agreement, Securities and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Exchange Commission.

Standstill. For a period of three (3) years from During the date hereofCooperation Period, each Company agrees that neither it nor any of Sonic Party will not, and will cause its affiliates Affiliates and Associates and its and their respective principals, directors, general partners, officers, employees, and agents and representatives acting on their behalf (as defined in Rule 12b-2 under collectively with the Securities Exchange Act of 1934Sonic Parties, as amended (the "Exchange Act")“Restricted Persons”) will (nor will it assistto not, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior written consent of the Board: (i) acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of beneficial ownership of any securities of the Company or assets of the Company, or rights or options to acquire any securities of the Company or assets of the Company, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to securities of the Company, in each case if such acquisition, offer, agreement or transaction would result in the Sonic Parties (together with their respective Affiliates and Associates) having beneficial ownership of more than the greater of (x) 9.9% of the shares of Company Common Stock outstanding at such time and (y) to the number of shares beneficially owned by the largest stockholder of the Company (other than the Restricted Persons) at such time; (ii) (A) request or call for (publicly or otherwise) (or for the avoidance of doubt support another person’s request or call for) a special meeting of the Company’s stockholders or action by written consent (or the setting of a record date therefor), (B) seek, alone or in concert with others, unless specifically requested in writing in advance by election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership except as expressly set forth in Section 1, (includingC) make or be the proponent of any stockholder proposal to the Company, but not limited to(D) seek, beneficial ownership alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of stockholders; (iii) make any request for stock list materials or other books and records of the Company or any of its subsidiaries under Section 220 of the DGCL or other statutory or regulatory provisions providing for stockholder access to books and records; (iv) engage in any “solicitation” (as defined such term is used in Rule 13d-3 under the Exchange Actproxy rules of the SEC excluding for the avoidance of doubt carve-outs relating to solicitations of ten or fewer stockholders) of more than 1% of any class of voting securities issued by the other Companyproxies or consents, or intentionally and deliberately advise, encourage or influence any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities, with respect to the election or removal of directors or any other matter or proposal or become a “participant” (as such term is used in the proxy rules of the SEC) in any such solicitation of proxies or consents; (v) submit (publicly or otherwise) a proposal for, or offer of (with or without conditions), or participate in any way in, either alone or in concert with others, any tender offer, exchange offer, merger, amalgamation, consolidation, acquisition, business combination, recapitalization, consolidation, restructuring, liquidation, dissolution or similar extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or assets (an “Extraordinary Transaction”) (it being understood that the foregoing shall not restrict a Sonic Party from tendering shares, receiving payment for shares or otherwise participating in any such transaction (including any strategic transaction upon which stockholders are asked to vote) on the same basis as other stockholders of the Company); (vi) make any public proposal with respect to (A) any change in the number of directors or the filling of any vacancies on the Board, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company, (C) any other change in the Company’s management, business or corporate structure, (D) any waiver, amendment or modification to the Company’s Certificate of Incorporation or Bylaws, or other actions which may impede 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 (as defined below); (vii) knowingly encourage or intentionally and deliberately advise or influence any other person or intentionally and deliberately 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 or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such matter, if applicable), or otherwise form, join, knowingly encourage or participate in any “group” as defined in Section 13(d)(3) of the Exchange Act, with respect to any securities of the Company (other than a “group” solely including other Restricted Persons with respect to any securities of the Company now or hereafter owned by them); (viii) enter into a voting trust, arrangement or agreement or subject any securities of the Company to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), other than granting proxies in solicitations approved by the Board; (ix) sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Company Common Stock held by a Restricted Person to any third party; (x) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to, or otherwise comment publicly about, the Board or the Company’s management, strategy, operations, financial results or any transactions involving the Company or any of its subsidiaries, except for such statements made with the Company’s prior written consent, that are supportive of the Company’s management and Board, or that are otherwise consistent with the Press Release (as defined below) or the provisions of this Agreement (it being understood that the Restricted Persons shall be free to comment on the merits of any publicly proposed Extraordinary Transaction for the Company or all or substantially all of its assets proposed by a person other than the Sonic Parties that was not encouraged, facilitated or solicited by any Restricted Person); (xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company, its Affiliates or any of their respective current or former directors or officers (including derivative actions); E. 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 instituted in accordance with and subject to Section 10, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not in any manner relate to the subject matter of this Agreement (including the Press Release) 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; (xii) enter into any discussionsnegotiations, negotiationsagreements (whether written or oral), arrangements or understandings with with, or finance or intentionally and deliberately advise, assist or encourage, any third party to take any action that the Restricted Persons are prohibited from taking pursuant to this Agreement; (xiii) make any request or submit any proposal to amend or waive the terms of this Agreement (including this clause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal; or (xiv) take any action that could reasonably be expected to cause or require the Company to make a public disclosure with respect to any of the foregoing; or F. seek or request permission to do any provided, that the restrictions in this Section 2(c) shall terminate automatically upon the earliest of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that upon three business days’ prior written notice by the provisions Sonic Parties following a material breach of this paragraph shall not prohibit the ongoing discussions continuing to be pursued Agreement by the management of Company (including, without limitation, a failure to appoint the respective Companies New Directors to the Board and its committees, as applicable, in accordance with Section 1 or a failure to issue the provisions of this agreementPress Release in accordance with Section 3) if such breach has not been cured within such notice period, and (ii) if a the announcement by the Company enters of its entry into a definitive agreement with a third party pursuant respect to any Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Company Common Stock then outstanding and which such third party will make a Extraordinary Transaction was not encouraged, facilitated or solicited by any of the Restricted Persons, (iii) the commencement of any tender or exchange offer for, or otherwise acquire (by mergera person other than the Sonic Parties or their Affiliates and which offer was not encouraged, consolidationfacilitated or solicited by any of the Restricted Persons) which, purchase if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or otherwise) group of more than 50% or more of the common stock or other equity interestsCompany Common Stock then outstanding, assets or earning power of such other Company, then where the other Company shall be permitted to contact privately the chairman of the board of directors of such Company files a Schedule 14D-9 (or any person 2 3 designated 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 chairmantender or exchange offer, or (iv) such time as the Company issues a definitive proxy statement or proxy card in connection with the 2019 Annual Meeting that does not nominate and/or recommend the election of the Class II Designee in all material respects in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 2(c) or elsewhere in this Agreement shall prohibit or restrict any member of the Board in his or her personal capacity as a director from exercising his or her rights and submit fiduciary duties as a director of the Company or restrict his or her discussions solely among other members of the Board and/or management, advisors, representatives or agents of the Company; provided that any such discussions are limited to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or communications in his personal capacity as a request to negotiate with such Company with respect to such offer. 7director.

Standstill. For a Each Stockholder agrees that, during the period of three (3) years from commencing on the date hereofhereof and ending on the Termination Date, each Company agrees that neither it such Stockholder nor any of its affiliates Affiliates will in any manner, directly or indirectly (i) purchase additional shares of Common Stock of the Company or rights to purchase such shares of Common Stock of the Company, (ii) effect, seek, offer or propose to effect any acquisition of any securities or assets of the Company, any tender or exchange offer, merger, business combination, recapitalization or other extraordinary transaction involving the Company or any solicitation of proxies or consents to vote any voting securities of the Company, (iii) form, join or in any way participate in a “group” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of with respect to any class of voting securities issued by of the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or iv) solicit or participate in the any solicitation of proxies relating to the election of directors of the Company, (v) enter into any proxies or consents agreement with any other person with respect to the securities of the foregoing, or assist any other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission person to do any of the foregoing or seek (vi) nominate any permission person to make the Board of Directors of the Company other than the Stockholder Nominee; provided that (A) Stockholder may purchase additional Company securities in an amount sufficient to allow Stockholder to continue to own up to 19% of the outstanding shares of Common Stock of the Company; (B) Stockholder may exercise its rights in Section 6; and (C) each Stockholder may sell their Shares in connection with (1) the acquisition by any public announcement with respect to person or group (as defined in the Exchange Act), other than by or on behalf of any Stockholder and their Affiliates, of more than 50% of the outstanding voting securities of the Company or (2) in a tender offer for the Company’s voting securities other than by or on behalf of any of the foregoing. provided that Stockholders or their Affiliates (iwith securities or cash) it is understood that the provisions of this paragraph shall which has not prohibit the ongoing discussions continuing to be pursued been approved by the management a majority of the respective Companies in accordance with the provisions Company’s Board of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Directors.

Standstill. For a period of three (3) years from commencing upon the date hereof and ending on the later of (i) the date Lifflander (or any replacement of Lifflander appointed pursuant to Section 1(d) hereof) shall cease to be a director of the Company and (ii) September 15, each Company agrees that neither it 2008, no member of the MMI Group nor any of its affiliates (as defined in Rule 12b-2 under Affiliates, without the Securities Exchange Act prior written consent of 1934the Board, as amended (the "Exchange Act")) will (nor will it assistwill, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting do any of the following provided that this Section 2 shall not limit any member of the MMI Group from non-public communications with the Board and further shall not apply to actions taken by an MMI Nominee in his capacity as a director while serving as a member of the Board: (a) acquire, 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 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 or entity, 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, if such acquisition, offer to acquire or agreement to acquire would result in MMI (together with any other person or entity, partnership, limited partnership, syndicate or other group) owning, controlling or otherwise having any ownership or economic interest in more than twenty percent (20%) of the outstanding shares of Common Stock; (b) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, whether by purchase, tender or exchange offer, through the acquisition of control of another person or entity, by joining a partnership, limited partnership, syndicate or other group, any voting securities of the Company or any voting rights decoupled from the underlying voting securities held by MMI or its Affiliates or Associates to any third party, if such sale, offer to sell or agreement to sell would result in such third party, together with its Affiliates and Associates, having an ownership or economic interest in more than ten percent (10%) of the outstanding shares of Common Stock; provided that nothing in this Section 2(b) shall restrict any member of the MMI Group from engaging in open market transactions, transactions with broker dealers in the ordinary course of their business or transactions with entities that are permitted to and do file Statements on Schedule 13G with respect to the Common Stock so long as such member of the MMI Group does not have any knowledge of any plan or intention on the part of the buyer to control or seek to control, or otherwise actively influence the Board or management of, the Company; (i) engage, or in any way participate, directly or indirectly, in any "solicitation" (as such term is defined in Rule 14a-1(l) promulgated by the SEC under Exchange Act ) of proxies or consents, (ii) seek to advise, encourage or influence any person or entity with respect to the voting of any voting securities of the Company, (iii) 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 or other business to be considered at a stockholders meeting, or (iv) induce or attempt to induce any other person or entity to initiate any such stockholder proposal; provided that nothing in this Section 2(c) shall limit the ability of the MMI Group to communicate to any third party, including through the issuance of a public statement, how it intends to vote the shares of Common Stock beneficially owned by it on any matter put to the stockholders of the Company for their approval; (d) 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, other than the MMI Group or a group that includes only some or all of the persons or entities identified as "Reporting Persons" (or Affiliates thereof) in MMI's statement on Schedule 13D/A filed with the SEC on February 20, 2008; (e) 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; (f) seek, alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board (1) to call a meeting of Directorsstockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act2) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Board except as expressly permitted in this Agreement, (3) to effect the removal of any member of the Board, (4) to make a stockholder proposal at any meeting of the stockholders of the Company, (5) to make a request for a list of the Company's Board of Directorsstockholders, or solicit (6) to amend any provision of the Company's certificate of incorporation or bylaws; (g) effect or seek to effect (including, without limitation, by entering into any negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in the solicitation 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 fifteen percent (15%) of any proxies securities, or consents any material assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving more than fifteen percent (15%) of any of the voting securities or any of the material businesses or assets of the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the securities Company or any of its subsidiaries or any material portion of its or their businesses (each a "Transaction"); provided that nothing in this Section 2(g) shall restrict any member of the MMI Group from engaging in discussions regarding any proposed Transaction so long as the MMI Group notifies the Company of any bona fide proposals relating to a potential Transaction. (h) otherwise act, alone or in concert with others, to control or seek to control or influence or seek to influence the management, the Board or policies of the Company, except as otherwise expressly permitted by this Agreement; (i) unless required by law, make or issue, or cause to be made or issued, any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (i) in support of any matter described in the foregoing paragraphs of this Section 2, (ii) negatively commenting upon the Company, including the Company's business, management or board of directors, or (iii) inconsistent with, or otherwise contrary to, the provisions of this Agreement or the statements in the joint press release issued pursuant to this Agreement; E. or (j) enter into any discussions, negotiations, arrangements agreements or understandings with any third party with respect to any of the foregoing; , or F. seek or request permission to do any of the foregoing advise, assist, encourage or seek to persuade any permission third party to make take any public announcement action with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase take or otherwise) 50% or more cause any action inconsistent with any of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7foregoing.

Standstill. For a period of three (3) years JANA hereb▇ ▇▇rees that, from the date hereofhereof until six (6) months from the date of this Agreement (the "Standstill Period"), each Company agrees that neither it nor any of its affiliates or associates (as each such term is defined in Rule 12b-2 under of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ), directly or indirectly, will (and neither it nor its affiliates or associates will it assist, provide or arrange financing to or for others assist or encourage others to), without the prior written consent of ARTESYN: (i) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company ARTESYN or to obtain representation on the other CompanyARTESYN's Board of Directors(except as set forth herein), or solicit solicit, or participate in the solicitation of of, any proxies or consents with respect to the any securities of ARTESYN, or make any public announcement with respect to ARTESYN (except as required by law) or any of the other Companyforegoing or request permission to do any of the foregoing; E. (ii) submit a proposal for, or offer of (with or without conditions) any extraordinary transaction (including, but not limited to, a tender offer, exchange offer, merger, acquisition or consolidation) involving ARTESYN or its securities or assets; or (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; , or F. seek otherwise form, join or request permission in any way participate in a "group" (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing, PROVIDED, HOWEVER, that JANA shall ▇▇▇ be subject to do the foregoing restrictions in the event that (A) ARTESYN calls a special meeting for the purpose of amending its articles of incorporation or bylaws, (B) ARTESYN's Board without the concurrence of the JANA Desig▇▇▇ (as defined below) authorizes any officer or other representative of ARTESYN to negotiate or pursue any material agreement containing a provision providing for any material consequence upon a change of control of the Company or a sale of a substantial portion of the Company's assets by sale, merger or otherwise, (C) the JANA Desig▇▇▇ (as defined below) shall not have been appointed within twenty (20) calendar days from the date hereof other than as a result of action or inaction on the part of JANA, (D) ▇▇▇▇SYN's Board without the concurrence of the JANA Desig▇▇▇ (as defined below) authorizes any officer or other representative of ARTESYN to begin a process designed to culminate in the issuance of any equity securities or securities convertible into equity securities (other than pursuant to the exercise of options, warrants or other rights to acquire equity securities heretofore granted, conversion of outstanding convertible securities and grants of options, restricted stock or other equity compensation under existing agreements, plans or arrangements or under agreements with respect to the acquisition of any business or entity which is required to be approved by ARTESYN's stockholders) or (E) ARTESYN's Board without the concurrence of the JANA Desig▇▇▇ (as defined below) authorizes any officer or other representative of ARTESYN to negotiate or pursue any agreement with respect to the acquisition or disposition of any business or entity (provided that nothing contained herein shall prevent ARTESYN or ARTESYN's Board from taking any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7actions).

Standstill. For Convergys hereby acknowledges that the Confidential Information is being furnished to it in consideration of its agreement that, for a period of three (3) years 12 months from the date hereofof this Agreement, each Company agrees that neither it nor any of will not, and will cause its Representatives acting on its behalf and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) not to (and Convergys will (nor not, and will it cause such Representatives and affiliates not to assist, provide or arrange financing to or for others or encourage others to) ), directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman Directors or the President and Chief Executive Officer. A. acquire Officer of the Company: (i) acquire, or agreeagree to acquire, offer, seek or propose to acquireacquire (or request permission to do so or to make any proposal in such regards), or indicate any interest in so doing, directly or indirectly, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% the Company or any subsidiary thereof or any of the assets or businesses of the Company or any class of voting subsidiary thereof or any securities issued by the other Company, Company or any subsidiary thereof or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. or (ii) seek or propose to influence or control in any manner the management or the policies of the other Company or to obtain representation on the other Company's ’s Board of Directors, interfere by any means with any transaction involving the Company, solicit, or solicit encourage or in any way participate in in, directly or indirectly, the solicitation of of, any proxies or consents consents, including as to voting matters, with respect to any securities of the Company, or make any public statement or filing with any governmental or judicial authority having any such effect, or (iii) offer, seek, propose or indicate an interest in any merger, consolidation, business combination, recapitalization, restructuring or other extraordinary transaction with respect to the securities Company or any subsidiary thereof or any of the other Company; E. their respective businesses, or (iv) enter into any discussions, negotiations, arrangements or understandings with any third party (including security holders of the Company) with respect to any of the foregoing; , including, without limitation, forming, joining or F. in any way participating in any group (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing, or (v) take any action which might, in effect, require the Company to make a public announcement regarding any of the foregoing, seek or request permission to do any of the foregoing foregoing, request to amend or waive any provision of this paragraph (including, without limitation, any of clauses (i) through (v) hereof) or make or seek any permission to make any public announcement with respect to any of the foregoing. provided that , or (ivi) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies make, initiate, take or participate in accordance with the provisions of this agreementany demand, and request, action (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase legal or otherwise) 50% or more proposal (other than a proposal made privately to the Board of Directors of the common stock Company) to amend, waive or other equity interests, assets or earning power terminate any provision of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7this Agreement.

Standstill. For a period of three (3a) years Iroquois agrees that, from the date hereofof this Agreement until the expiration of the Standstill Period, each Company agrees that without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it nor any of its affiliates Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any manner, acting alone or in concert with others: (as defined i) acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company; provided, however, that Iroquois shall be permitted to acquire the shares of Common Stock issuable upon exercise of the warrant set forth on Exhibit A; (ii) submit any shareholders proposal (pursuant to Rule 12b-2 14a-8 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) or otherwise) or any notice of nomination or other business for consideration by the Company’s shareholders, or nominate any candidate for election to, or to fill a vacancy on, the Board (including by way of Rule 14a-11 of Regulation 14A), other than as expressly permitted by this Agreement; (iii) will (nor will it assistengage in, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership any “solicitation” (including, but not limited to, beneficial ownership as defined in Rule 13d-3 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of more than 1% of any class of voting securities issued by the other CompanyBoard, or recommend or request or induce or attempt to induce any rights or options other person to acquire take any such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directorsactions, or solicit seek to advise, encourage or participate in the solicitation of influence any proxies or consents other person with respect to the voting of the Common Stock or grant a proxy with respect to the voting of the Common Stock or other voting securities of the Company to any person other than to the Board or persons appointed as proxies by the Board; (iv) 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 Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement; (v) seek to call, or to request the call of, a special meeting of the Company’s shareholders, or make a request for a list of the Company’s shareholders; (vi) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board; (vii) seek to place a representative or Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board; (viii) other than as provided in this Agreement, effect or seek to effect or cause or participate in, or make any public communication with respect to, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in, (A) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, or any sale, lease, exchange, pledge, mortgage, or transfer thereof (including through any arrangement having substantially the same economic or other effect as a sale, lease, exchange, pledge, mortgage, or transfer or assets); E. enter into (B) any discussionstender offer or exchange offer, negotiationsmerger, arrangements acquisition or understandings other business combination involving the Company or any of its subsidiaries; or (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (ix) make any demands for books and records and other materials from the Company or pursue any litigation related thereto against the Company, or to encourage, assist or cooperate with any third party with respect to any of such demand(s) or litigation; (x) disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing; (xi) take any action challenging the validity or enforceability of any provisions of this Section 3(a); (xii) publicly request that the Company amend or waive any provision of Sections 2 or 3(a); (xiii) institute, solicit, assist or join, or threaten, any litigation, arbitration, action or other proceeding (other than any litigation, arbitration, action or other proceeding to enforce the terms of this Agreement) against or involving the Company, its subsidiaries, its current or former directors or officers, or any Company Affiliate.; or (xiv) enter into any agreement, arrangement or F. seek or request permission to do understanding concerning any of the foregoing (other than this Agreement) or seek recommend, request, induce , attempt to induce, advise, encourage, support, influence or solicit any permission person to make any public announcement with respect to undertake any of the foregoing. provided that foregoing activities. (b) Nothing in this Section 3(b) or elsewhere in this Agreement shall prohibit Iroquois from (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing privately making any statement or expressing or disclosing Iroquois’ views in private to be pursued by the management any officer or director of the respective Companies in accordance with the provisions of this agreementCompany, so long as such communication are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, or (ii) if a Company enters into a definitive agreement with a third party pursuant from voting in such manner as it deems appropriate on any matter unrelated (A) to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board election of directors of such the Company or (B) to the other matters referenced in Section 2 and 3. (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 “person” or “persons” shall mean any person 2 3 designated by such chairman) and submit to such chairman individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other person an offer to acquire Voting Securities entity of any kind or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7nature.

Standstill. For (a) Each of the Company and each Principal FDN Stockholder agrees that, for a period of three (3) years from six months following the date hereofof this Agreement, without the prior written consent of Parent, it shall not (and shall not assist or encourage any other Person to), and shall cause each Company agrees that neither it nor any of its affiliates Controlled Affiliates not to (as defined in Rule 12b-2 under the Securities Exchange Act and cause each of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing its Controlled Affiliates not to or for others assist or encourage others any other Person to): (i) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, but not limited towithout limitation, beneficial ownership as defined in Rule 13d-3 under of the Exchange Act) of more than 1% any voting securities or direct or indirect rights or options to acquire any voting securities of Parent or any subsidiary thereof, or of any class successor to or person in control of voting securities issued by Parent, any of the assets or businesses of Parent or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other Company, obligations of Parent or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. (ii) seek or propose to influence or control the management or policies of the other Company Parent or to obtain representation on the other Company's Board of DirectorsDirectors of Parent, or solicit solicit, or participate in the solicitation of of, any proxies or consents with respect to the any securities of Parent, or make any public announcement with respect to any of the other Companyforegoing or request permission to do any of the foregoing; E. (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Parent or its securities or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; , or F. otherwise form, join or participate in any way in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek any permission to make any public announcement with respect to the foregoing; or (vi) request Parent, Merger Co. or any other party hereto, directly or indirectly, to amend or waive any provision of this Section 4. (b) Each of Parent and each WCAS Stockholder agrees that, for a period of six months following the date of this Agreement, without the prior written consent of the Company, it shall not (and shall not assist or encourage any other Person to), and shall cause each of its Controlled Affiliates not to (and cause each of its Controlled Affiliates not to assist or encourage any other Person to): (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 of the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, any of the assets or businesses of the Company or any subsidiary or division thereof or of any such successor or controlling person or any bank debt, claims or other obligations of the Company or any rights or options to acquire (other than those currently owned) such ownership (including from a third party); (ii) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Board of Directors of the Company, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of the Company, or make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing foregoing or request permission to be pursued by the management do any of the respective Companies in accordance foregoing; (iii) make any public announcement with the provisions of this agreementrespect to, and (ii) if or submit a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer proposal for, or otherwise acquire offer of (by mergerwith or without conditions) any extraordinary transaction involving the Company or its securities or assets; (iv) enter into any discussions, consolidationnegotiations, purchase arrangements or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or understandings with any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company third party with respect to such offer. 7any of the foregoing, or otherwise form, join or participate in any way in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing; (v) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing; or (vi) request the Company or any other party hereto, directly or indirectly, to amend or waive any provision of this Section 4.

Standstill. For a period of three (3a) years ▇▇▇▇▇▇▇ Global agrees that, from the date hereofof this Agreement until the expiration of the Standstill Period, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act Affiliates or Associates will, and it will cause each of 1934its Affiliates and Associates not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, in any manner, acting alone or in concert with others: (i) engage in, unless specifically requested directly or indirectly, any “solicitation” (as defined in writing Rule 14a-l of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in advance a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or directly or indirectly recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of the Common Stock (including any withholding from voting or any solicitation of consents that improperly seeks to call a special meeting of stockholders) or grant a proxy, consent or other authority with respect to the voting of the Common Stock or other voting securities to any person other than to the Board or persons appointed as proxies by the Board; (ii) form, join or in any 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” that includes all or some of the persons identified on Exhibit A, but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of ▇▇▇▇▇▇▇ Global to join the “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; (iii) 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 ▇▇▇▇▇▇▇ Global and otherwise in accordance with this Agreement; (iv) 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; (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company's , (B) make any offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any other third party in any such related activity or (C) make any public communication in opposition to any Company acquisition or disposition activity approved by the Board; (vi) seek, alone or in concert with others, representation on the Board, except as specifically contemplated in this Agreement; (vii) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board; (viii) except as specifically provided in Section 1 of this Agreement, seek to place a representative or other Affiliate, Associate or nominee on the Board or seek the removal of Directorsany member of the Board, Chairman a change in the size, structure or Chief Executive Officer. A. acquire composition of the Board or agreea change in executive officers of the Company, other than through non-public communications with the Company that would not reasonably be expected to trigger public disclosure obligations for any Party; (ix) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders (other than such encouragement, support or influence that is consistent with Company’s management or the Board’s recommendation in connection with such matter); (x) other than through action at the Board by the New Director acting in his capacity as a director of the Company, seek to call, or to request the call of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders or for any books and records of the Company; (xi) seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, seek purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in capital structure, recapitalization, dividend, share repurchase or similar transaction involving the Company, its subsidiaries, its Affiliates or its business(es), whether or not any such transaction involves a change of control of the Company (any of the transactions or events described in this subsection (xii), a “Transaction”); (xii) acquire, announce an intention to acquire, offer or propose to acquire, ownership (includingor agree to acquire, but not limited todirectly or indirectly, by purchase or otherwise, beneficial ownership of any Common Stock of the Company representing in the aggregate (among ▇▇▇▇▇▇▇ Global and its Affiliates and Associates) in excess of 15% of the Company’s then outstanding Common Stock (other than securities issued or purchased by the Company pursuant to a stock split, stock dividend, stock repurchase or similar corporate action initiated by the Company with respect to any Common Stock beneficially owned by ▇▇▇▇▇▇▇ Global on the date of this Agreement); (xiii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not reasonably be expected to trigger public disclosure obligations for any Party; or (xiv) enter into any agreement, arrangement or understanding with a third party concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities; provided, that, notwithstanding anything in this Section 3(a), it is understood and agreed that this Agreement shall not be deemed to prohibit (x) the New Director from engaging in any lawful act in his capacity as defined a director of the Company that is either expressly approved by the Board or required in order to comply with his fiduciary duties as a director of the Company or (y) solely with respect to any Transaction that has been approved by a majority of the Board and has been announced by the Company, ▇▇▇▇▇▇▇ Global from making public statements, engaging in discussions with other shareholders, soliciting proxies or voting any shares or proxies consistent with the Board’s recommendation in connection with such matter. (b) As used in this Agreement: (i) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 13d-3 12b-2 promulgated by the SEC under the Exchange Act; provided that neither “Affiliate” nor “Associate” shall include (A) of more than 1% of any class of voting securities issued person that is a publicly held corporation or organization and is an Affiliate or Associate solely by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion reason of the assets fact that a principal or representative of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if ▇▇▇▇▇▇▇ Global serves as a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman member of the board of directors or similar governing body of such Company corporation or organization, (B) any principal or representative of ▇▇▇▇▇▇▇ Global solely in its capacity as a member of the board of directors or similar governing body of a publicly held corporation or organization, or (C) any corporation or organization that is an Associate of a person 2 3 designated by solely because such chairman) and submit to such chairman person, directly or other person an offer to acquire Voting Securities indirectly, is the beneficial owner of 10% or assets more of any class of equity securities of such Company and/or a request to negotiate with corporation or organization and is not an Affiliate of such Company with respect to such offer. 7.person;

Standstill. For a period of three (3a) years from During the date hereofStandstill Period, each Company agrees that neither Stockholder shall not, nor shall it nor direct or cause any member of its affiliates Stockholder Group or its and their respective Affiliates and Representatives (on behalf of such Stockholder) to, directly or indirectly: (i) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used and defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (rules promulgated the "Exchange Act") to vote any Company Securities (whether at a stockholders meeting of the Company or by written consents for action by stockholders in lieu of a meeting, or deposit any Company Securities in a voting trust or subject them to a voting agreement or other agreement of similar effect) for purposes of electing Directors to the Board (other than any solicitation of proxies solely in respect of the nomination of Directors of the Company and the Stockholders referred to in Section 3.2), (ii) will (nor will it assistsubject to Section 6.1(c), provide make any proposal to acquire or arrange financing to or for others or encourage others to) acquire, directly or indirectly, acting alone by purchase or otherwise, Beneficial Ownership of any Company Securities if, after giving effect to such acquisition, its Stockholder Group, together with their respective Affiliates, in the aggregate, would have Beneficial Ownership of more than thirty percent (30%) of the issued and outstanding Company Securities, (iii) propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company, or make any tender offer or exchange offer for Company Securities, (iv) form, join or in concert any way participate in or enter into any agreement, arrangement or understanding with others, unless specifically requested in writing in advance by a “group” (within the other Company's Board meaning of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under Section 13(d)(3) of the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to any Company Securities, other than with each other, (v) publicly disclose, directly or through any Representative, any intention, plan or arrangement inconsistent with the securities of the other Company; E. foregoing or (vi) advise, assist or encourage, or enter into any discussions, negotiations, agreements or arrangements or understandings with, any other person in connection with any third party with respect to any of the foregoing; or F. seek or request permission to do any of . (b) Notwithstanding the foregoing Section 6.1(a), the Stockholders may make requests (but only privately to the Company and not publicly) for amendments, waivers, consents under or seek any permission agreement not to enforce, the foregoing restrictions in Section 6.1(a), to allow such Stockholder to make proposals or offers (but only privately to the Company and not publicly) regarding the transactions contemplated by Section 6.1(a)(iii) on a negotiated basis. (c) Notwithstanding any public announcement with respect term of this Agreement to the contrary, no member of a Stockholder Group (other than a Stockholder) (each a “Related Person”) shall be prohibited from purchasing Company Securities in any open market transactions in the ordinary course of the foregoing. provided business (any such purchase, a “Related Person Purchase”); provided, however, that (i) it is understood that for the provisions of this paragraph avoidance doubt, no Company Securities Beneficially Owned by a Related Person shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, have any registration rights under Article V; and (ii) if in connection with each and any Related Person Purchase, such Related Person shall agree by a written instrument to be executed and delivered to the Company enters into a definitive agreement with a third party that any and all Company Securities purchased pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more Related Person Purchase shall be voted in proportion to all other stockholders of the common stock or Company other equity intereststhan the applicable Stockholder, assets or earning power unless specifically invited in writing by the Company to do so. Any breach by a Related Person of this Section 6.1(c) shall be deemed a breach by all of the members of such other CompanyStockholder Group, then including the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7applicable Stockholder.

Standstill. For a period of three (3) years from the date hereof, each Company The Purchaser agrees that neither it nor any during the Applicable Standstill Period, without the prior written approval of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Board, as amended (the "Exchange Act")) Purchaser will (nor will it assistnot, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting and will cause its Affiliates not to: (a) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, by purchase or otherwise, any securities or direct or indirect rights to acquire any equity securities of the Company or any of its Affiliates, 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 or substantially all of the assets or property of the Company and its Subsidiaries (but in any case excluding any issuance by the Company of shares of Company Common Stock or options, warrants or other rights to acquire Common Stock (or the exercise thereof) to any Purchaser Director (A) as compensation for their membership on the Board or (B) as a result of a dividend payment on, or the conversion of, the Series A Preferred Stock pursuant to the provisions of the Certificate of Designations). (b) make or in any way encourage or participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the rules of the SEC, to vote, or knowingly seek to advise or influence any Person with respect to voting of, any voting securities of the Company or any of its Subsidiaries (excluding any votes required for the approval of the Transactions), 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 other than with respect to the Purchaser Director, 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 all or substantially all of the assets of the Company and its Subsidiaries, 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; provided that the Purchaser may make confidential proposals to the Board of Directors of the Company regarding mergers, consolidations or other business combinations with the Company or a purchase of all or substantially all of the Company’s assets so long as such proposals would not reasonably be expected to require any public disclosure by the Company; (d) otherwise act, alone or in concert with others, unless specifically requested to seek to control or influence, in writing any manner, management or the board of directors of the Company or any of its Subsidiaries (other than in advance by the other Company's Board capacity of Directorsthe Purchaser Director); (e) make any proposal or statement of inquiry or disclose any intention, Chairman plan or Chief Executive Officer. A. acquire arrangement inconsistent with any of the foregoing; (f) advise, assist, knowingly encourage or agree, offer, seek or propose direct any Person to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Companydo, or to advise, assist, encourage or direct any rights or options other Person to acquire such ownership (including from a third party); B. propose a mergerdo, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion any of the assets of foregoing; (g) take any action that would, in effect, require the other Company; D. seek or propose Company to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents make a public announcement with respect to the securities any of the other Company; E. foregoing; (h) enter into any discussions, negotiations, arrangements or understandings with any third party (including, without limitation, security holders of the Company, but excluding, for the avoidance of doubt, the Purchaser or any Specified Affiliate) with respect to any of the foregoing; , including, without limitation, forming, joining or F. seek or request permission to do in any way participating in a “group” (as defined in Section 13(d)(3) of the foregoing or seek Exchange Act) with any permission to make any public announcement third party with respect to any securities of the Company or otherwise in connection with any of the foregoing. provided that ; (i) it is understood request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 5.07, provided that this clause shall not prohibit the Purchaser or any Specified Affiliate from making a confidential request to the Company seeking an amendment or waiver of the provisions of this paragraph shall Section 5.07, which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not prohibit require public disclosure thereof by any Person; or (j) contest the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions validity of this agreementSection 5.07 or make, and initiate, take or participate in any demand, Action (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase legal or otherwise) 50% or more 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 ability of Purchaser or any Specified Affiliates to vote (subject to Section 5.11), Transfer (subject to Section 5.08), convert (subject to Section 6 of the common stock Certificate of Designations) or other equity interests, assets otherwise exercise rights under its Common Stock or earning power Series A Preferred Stock or (2) the ability of such other Company, then the other Company shall be permitted any Purchaser Director to contact privately the chairman vote or otherwise exercise his or her legal duties or otherwise act in his or her capacity as a member of the board Board. Notwithstanding the expiration of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company the Applicable Standstill Period with respect to such offer. 7Section 5.07(a), until the Fall-Away of Purchaser Board Rights, the Purchaser and its Affiliates shall not acquire beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act) of more than 31.5% of the outstanding shares of Common Stock of the Company without the prior approval of the Board.

Standstill. For a period of three (3) years from Until the date hereofTermination Date, the Engaged Group shall not, and shall cause each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Affiliates and Associates not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting in any manner, alone or in concert with others, unless specifically requested in writing in advance each case without the prior written waiver authorized by the other Company's Board of DirectorsBoard: (a) (i) acquire, Chairman cause to be acquired, or Chief Executive Officer. A. acquire or agree, offer, seek or propose agree to acquire, ownership 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, but not limited to, beneficial ownership including any group of persons that would be treated as defined in Rule 13d-3 a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or other Synthetic Equity Interests, or otherwise, directly or indirectly (the taking of any such action, an “Acquisition”), ownership (including beneficial ownership) of more than 1% any securities or assets of any class of voting securities issued by the other Company, Company (or any direct or indirect rights or options to acquire such ownership 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 10% of the Voting Securities (including from a third partynotional shares associated with Synthetic Equity Interests); B. propose a merger, consolidation (ii) acquire, cause to be acquired or similar transaction involving the other Company; C. offer, seek or propose agree to purchaseacquire, lease whether by purchase or otherwise acquire all otherwise, directly or a substantial portion indirectly, any interest in any indebtedness of the assets Company or (iii) acquire, cause to be acquired or offer, seek or agree to acquire, directly or indirectly, 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 the case of this clause (iii), other than securities of the Company permitted by the foregoing clauses (i) or (ii); (b) except as otherwise expressly provided in Section 1, (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any action in respect of the removal of any director, (ii) seek or knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director, (iii) submit, or seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (iv) request, initiate, or knowingly encourage or participate in any request, to call a Stockholder Meeting or to act by written consent, (v) publicly seek to amend any provision of the Charter, the Bylaws, the Stockholders Agreement or other stockholder agreement or governing documents of the Company (each as may be amended from time to time), or (vi) take any action similar to the foregoing with respect to any subsidiary of the Company; (c) 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, initiate, or knowingly assist, advise, 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); D. seek 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; (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 (excluding any director candidates or proposals of any person other than the Board (e.g., pursuant to the universal proxy rules) included in the Company’s proxy card) or as otherwise permitted by the provisos in Section 2 or (ii) deposit or agree or propose to influence or control the management or policies deposit any securities of the other Company in any voting trust or to obtain representation on the other Company's Board of Directorssimilar arrangement, or solicit subject any securities of the Company to any agreement or participate in the solicitation of any proxies or consents arrangement with respect to the voting of such securities (including a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (e) knowingly encourage, advise or influence any person or knowingly assist or direct any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no,” or similar campaign), in each case other Company; E. enter into any discussionsthan such encouragement, negotiationsadvice or influence that is consistent with the Board’s recommendation in connection with such matter or consistent with the Engaged Group’s obligations set forth in Section 2 with respect to an Extraordinary Transaction; (f) without the prior written approval of the Board, arrangements separately or understandings in conjunction with any third party other person in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, publicly propose, suggest or recommend, or in a manner that the Engaged Group is required under applicable law, rule or regulation to disclose publicly, any Extraordinary Transaction; provided, however, that nothing in this Section 3 shall be interpreted to prohibit the Engaged Group from proposing, suggesting or recommending any Extraordinary Transaction privately to the Company so long as any such action is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (g) form, join, 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 (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, however, 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 with the Company to be bound by the terms and conditions of this Agreement); (h) make or publicly advance any request or proposal to amend, modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided, however, that the Engaged Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (i) make a request for a list of the Company’s stockholders or for any books and records of the Company pursuant to Section 220 of the DGCL or otherwise; (j) enter into or acquire any Short Interests or otherwise engage in any short selling of any of the Company’s securities; (k) knowingly transfer any Common Stock or other Voting Securities of the Company to (i) any Activist Investor or (ii) any person who, as a result of such transfer, will beneficially own 5% or greater of the issued and outstanding shares of Common Stock or other class of Voting Securities of the Company; (l) except as expressly permitted by Section 3(c) with respect to an Extraordinary Transaction, (i) take any public action (including speaking to reporters or members of the media, directly or indirectly (whether “on the record” or “on background” or “off the record”)), including a public communication to stockholders, in support of, or make any proposal or request that constitutes (or relates to): (A) controlling or changing, or intending to influence, 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) controlling or changing, or intending to influence, the capitalization, stock repurchase programs and practices, capital allocation programs and practices, or dividend policy of the Company; (C) controlling or changing, or intending to influence, the Company’s management, business strategy, operations or corporate structure; (D) seeking to have the Company or any other party waive or make amendments or modifications to the Charter, the Bylaws, the Stockholders Agreement or other stockholder agreement or governing documents of the Company (each as may be amended from time to time); (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. seek (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 or request permission (ii) engage in any private communications campaigns or any coordinated activity with other stockholders relating to do any of the foregoing clauses (i)(A)-(F) even if conducted privately; or (m) enter into any discussion, negotiation, agreement, arrangement or seek any permission to make any public announcement with respect to understanding concerning any of the foregoingforegoing (other than this Agreement) or encourage, assist, solicit, seek, or seek to cause any person to undertake any action inconsistent with this Section 3. provided that 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) it is understood that communicating privately with the provisions Board or any of this paragraph shall the Company’s executive officers regarding any matter, so long as such communications are not prohibit the ongoing discussions continuing to intended to, and would not reasonably be pursued expected to, require any public disclosure by the management Company, the Engaged Group or any person, (ii) communicating privately with stockholders of the respective Companies Company and others in accordance a manner that does not otherwise violate this Section 3 or Section 6, (iii) making any public disclosure necessary to comply with any Legal Requirement or (iv) making a presentation or responding to questions regarding the provisions Company in the ordinary course of this agreementbusiness of the Engaged Group at an investor conference to the extent (x) in the case of a presentation, the substantive content of such presentation has been consented to in advance by the Company in writing (and the Company agrees to consider any such request for consent in good faith), and (iiy) if in a Company enters into a definitive agreement with a third party pursuant manner that does not otherwise violate this Section 3 or Section 6. Furthermore, for the avoidance of doubt, nothing in this Agreement shall be deemed to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more restrict in any way the New Directors in the exercise of their fiduciary duties under applicable law as directors of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period (a) ▇▇. ▇▇▇▇▇▇, on behalf of three himself and his Affiliates (3) years other than Adgero Biopharmaceuticals Holdings Inc., ▇▇▇▇▇▇ Pharmaceuticals, Inc.and Kintara Therapeutics, Inc., whom shall not be deemed to be Affiliates of ▇▇. ▇▇▇▇▇▇), agrees that, from the date hereofof this Agreement until the expiration of the Standstill Period, without the prior consent of the majority of the Board (which shall include the affirmative approval of each Company agrees that of the independent directors) specifically expressed in a written resolution, neither it of him nor any of its affiliates (as defined in Rule 12b-2 his Affiliates nor any other persons acting under the Securities Exchange Act his control or direction, whether now or hereafter existing, will, and he will cause each of 1934his Affiliates and such other persons under his respective control, as amended (the "Exchange Act")) will (nor will it assistwhether now or hereafter existing, provide or arrange financing to or for others or encourage others not to) , directly or indirectly, acting alone or in concert with others, unless specifically requested in writing any manner: (i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (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 the Common Stock, whether or not such transaction involves a change of control of the Company; provided, however, that, for the avoidance of doubt, nothing herein shall otherwise prohibit ▇▇. ▇▇▇▇▇▇ from acquiring Common Stock within the limitations set forth in advance Section 4(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 non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap (other than cash settled swaps) or hedging transactions or otherwise, any (A) interests in any of the Company’s indebtedness, or (B) shares of Common Stock (including any rights decoupled from the underlying securities of the Company) that, following such acquisition, would result in, ▇▇. ▇▇▇▇▇▇, together with his Affiliates, being or becoming beneficial owners of 5.0% or more of the shares of the then outstanding shares of Common Stock. (iv) seek to advise, encourage or influence any person, including without limitation ISS or Glass Lewis, with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company or recommendation thereof, other than in a manner consistent with a recommendation made by the Board; (v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by ▇▇. ▇▇▇▇▇▇ to any person or entity not a (A) party to this Agreement, (B) officer of the Company, or (C) an Affiliate of ▇▇. ▇▇▇▇▇▇ (any person or entity not set forth in clauses (A)-(C) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any, beneficial ownership interest representing in the aggregate in excess of 5.0% of the shares of Common Stock outstanding at such time; (vi) take any action in support of or make any proposal or request that constitutes: (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 ’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; (vii) 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); (viii) communicate with stockholders of the Company or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, other than communication with stockholders to support the re-election of the ▇▇▇▇▇▇ Appointees and to support Advisory Nominees Proposal; (ix) 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 Directorsthe Company’s stockholders; (x) publicly act to seek to control or influence the management, Chairman the Board, or Chief Executive Officer. A. policies of the Company or initiate or take any action to obtain representation on the Board (other than as contemplated by this Agreement); (xi) 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; (xii) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, including beneficial ownership as defined in Rule 13d-3 under the Exchange Actownership) of more than 1% any of any class the assets or business of voting securities issued by the other Company, Company or any rights or options to acquire any such ownership assets or business from any person; (including from xiii) seek election or appointment to the Board or seek to place a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation representative on the Board (other Company's Board of Directors, or solicit or participate in than as contemplated by this Agreement); (xiv) seek the solicitation removal of any proxies director from the Board (other than as contemplated by this Agreement); (xv) deposit any Common Stock in any voting trust or consents subject any Common Stock to any arrangement or agreement (including, without limitation, any proxy) with respect to the securities voting of any Common Stock, other than (A) as expressly required by this Agreement and (B) any revocable proxy given in response to a proxy solicitation made by the Company, provided that the proxy provides instructions to vote the shares of Common Stock in accordance with this Agreement; (xvi) propose, submit, seek, or encourage any person to propose, submit or seek, 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; (xvii) 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 (other than as contemplated by this Agreement); (xviii) take any action that would be deemed, pursuant to this Agreement, to be Acting in Concert (as defined below) with another person relating to any action prohibited by this Section 4, including, without limitation, changing or influencing the control of the Company, or in connection with or as a participant in any transaction having that purpose or effect; (xix) 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 or otherwise; (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 officers or directors in order to, directly or indirectly (a) effect, facilitate, further, take, or cause to take place any of the actions expressly prohibited by this Agreement, and (b) effect, facilitate, further, take, or cause to take place any change in the composition of the Board, the strategic direction of the Company, the governance or management of the Company, the sale or purchase of any assets of or by the Company, or the control of the Company; E. provided, however, that for the avoidance of doubt the foregoing shall not prevent ▇▇. ▇▇▇▇▇▇ from (A) bringing litigation to enforce the provisions of this Agreement or (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against ▇▇. ▇▇▇▇▇▇; (xxi) disclose in a manner that could reasonably be expected to become public any intent, 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; (xxii) enter into any discussions, negotiations, arrangements agreements or understandings with any third party 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; (xxiii) make any request or submit any proposal to amend the terms of this Section 4 other than through non-public communications with the Board 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 4 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 4; (xxv) take any action in connection with the Stockholder Nomination or the 2020 Annual Meeting otherwise than as set forth herein or make or cause or encourage any other person or entity to make or permit any of their Affiliates to make any request or demand after the date of this Agreement for a stockholder list or other books and records of the Company or its subsidiaries pursuant to Section 220 of the Delaware General Corporation Law or otherwise or otherwise pursue any rights thereunder; (xxvi) 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 (xxvii) otherwise take, or F. seek solicit, cause or request permission encourage others to do take, any action inconsistent with the foregoing. ▇▇. ▇▇▇▇▇▇ acknowledges and agrees that any action taken in violation of Section 4(a) shall be void ab initio. (b) Notwithstanding the foregoing, nothing in this Section 4 shall prohibit or restrict ▇▇. ▇▇▇▇▇▇ from: (A) communicating privately with the Board or any of the foregoing or seek Company’s officers regarding any permission to make matter in a manner that does not otherwise violate this Section 4, so long as such communications are not intended to, and would not reasonably be expected to, require any public announcement disclosure of such communications, (B) communicating privately with respect stockholders of the Company and others in a manner that does not otherwise violate this Section 4, and (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over ▇▇. ▇▇▇▇▇▇ or any of his respective Affiliates. (c) The provisions of this Section 4 shall not restrict in any way the foregoingability of any director of the Company from exercising in good faith his or her rights, powers and privileges as directors, or from fulfilling his or her statutory and fiduciary duties as a director. provided Neither ▇▇. ▇▇▇▇▇▇ nor any of his Affiliates shall seek to do indirectly through the ▇▇▇▇▇▇ Appointees anything that would be prohibited if done by ▇▇. ▇▇▇▇▇▇ or his respective Affiliates. The provisions of this Section 4 shall also not prevent ▇▇. ▇▇▇▇▇▇ from complying with his obligations under this Agreement. (d) ▇▇. ▇▇▇▇▇▇ agrees during the Standstill Period to refrain from taking any actions which could have the effect of encouraging other stockholders of the Company or any other persons to engage in actions which, if taken by ▇▇. ▇▇▇▇▇▇, would violate this Agreement. In addition, a breach of this Agreement by an Affiliate of ▇▇. ▇▇▇▇▇▇, if such Affiliate is not a party hereto, shall be deemed to occur if such Affiliate engages in conduct that would constitute a breach of this Agreement if such Affiliate was a party hereto to the same extent as ▇▇. ▇▇▇▇▇▇. (e) As used in this Agreement: (i) it is understood that the provisions For purposes of this paragraph Agreement, a person shall not prohibit the ongoing discussions continuing be deemed to be pursued by the management “Acting in Concert” with another person if such persons would be deemed a “group” under Rule 13d-5(b) of the respective Companies in accordance with the provisions of this agreement, and Exchange Act. (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then SEC under the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.Exchange Act;

Standstill. For Lesser agrees that, without the prior written consent of the Company, Lesser shall not, for a period of three five (35) years from the date hereof, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended this Agreement (the "Exchange Act"“Standstill Period”)) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly: (a) other than with respect to the Option Shares, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of more than 1% any of the assets or businesses of the Company or any class securities of voting securities issued by the other CompanyCompany (including, without limitation, any debt, equity or convertible securities) or any rights or options to acquire any such ownership from any Person; (including from b) make, or in any way participate in, any “solicitation” of “proxies,” as such terms are used in the proxy rules of the Securities and Exchange Commission (“the SEC”) to vote or consents, or seek to advise or influence in any manner whatsoever any Person with respect to the voting of any securities of the Company; (c) form, join, or in any way participate in a third party); B. “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 voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company, or any of its stockholders, any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise act, whether alone or in concert with others, to seek to control, change or influence the management, stockholders, Board of Directors, or policies of the Company, or nominate any Person as a director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, consolidation business combination, exchange offer or similar transaction involving liquidation of the Company or any other acquisition of the Company; C. offer, seek any acquisition of securities of or propose to purchase, lease or otherwise acquire all or a substantial any portion of the assets of the Company or any other Company; D. seek or propose similar transaction; (g) make any proposal to influence or control the management or policies be considered and/or voted upon at any meeting of the other Company or to obtain representation on stockholders of the other Company's Board of Directors; (h) announce an intention to, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussionsdiscussion, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do to, any of the foregoing matters; (i) disclose any intention, plan or seek any permission to make any public announcement arrangement inconsistent with respect to any of the foregoing. provided that foregoing provisions; or (ij) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management advise, assist, encourage or participate with any other Person in connection with action inconsistent with any of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7foregoing provisions.

Standstill. For a (a) During the period of three (3) years from commencing on the date hereofof this Agreement and continuing until December 31, each Company agrees that 2025 (the “Standstill Termination Date”), unless such action shall have been specifically invited in writing by the Board, neither it Investor nor any PEAK6 Party shall, and Investor and each PEAK6 Party shall cause each other member of its affiliates the Investor Group to not: (i) make any proposal or offer to the Board or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Rule 12b-2 under the Securities Exchange Act Regulation 14A of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Companywith respect to, or otherwise solicit, seek or offer to effect (i) any rights or options to acquire such ownership (including from a third party); B. propose a business combination, merger, consolidation tender offer, exchange offer or similar transaction involving the other CompanyCompany or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries; C. offerprovided, seek or propose to purchasehowever, lease or otherwise acquire all or a substantial portion that nothing in this Section 3.2(a) shall prohibit such member of the assets Investor Group from privately communicating any such proposal or offer to the Company so long as such private communications do not trigger public disclosure obligations of or for any Person (including the other Company; D. seek filing of a Schedule 13D or propose to influence Schedule 13G or control the management any amendment thereof); (ii) form, join or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or in any way participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings Group with any third party Person with respect to any Common Stock other than forming, joining or in any way participating in a Group solely between or among (i) such member of the Investor Group and its Affiliates or (ii) such member of the Investor Group and its Affiliates and any other Permitted Transferee with respect any shares of Common Stock Transferred to any such Permitted Transferee not in violation of the terms of this Agreement; (iii) enter, agree to enter, propose or offer to enter into any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company or any of its subsidiaries (unless such transaction is affirmatively publicly recommended by the Board); (iv) otherwise act with any Person, including by providing financing for another party, to seek to control or influence the management, the Board or the policies of the Company; (v) acquire, agree or propose or offer to acquire (including through any hedging or other similar transaction) any Common Stock or securities that are convertible or exchangeable into (or exercisable for) Common Stock, other than as a result of any stock split or stock dividend of voting securities of the Company; provided, however, that these restrictions shall not apply to any acquisition of, or agreement or proposal to acquire, the Contingent Shares; (vi) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company; (vii) publicly disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; (viii) except as expressly permitted by this Agreement or required under the order of a court of competent jurisdiction, transfer any Common Stock into a voting trust or similar contract or subject any Common Stock to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Common Stock, in each case other than (A) to the Company or a person specified by the Company in a proxy card provided to shareholders of the Company by or on behalf of the Company or (B) solely among such member of the Investor Group and its Affiliates and any other Permitted Transferee with respect any shares of Common Stock Transferred to any such Permitted Transferee not in violation of the terms of this Agreement; or (ix) knowingly facilitate, encourage or F. seek or request permission assist any third party to do any of the foregoing foregoing. (b) Neither Investor nor any PEAK6 Party shall, and each PEAK6 Party shall cause each other members of the Investor Group to not, without the prior written consent of the Company, publicly request the Company to amend or seek waive any permission provision of this Section 3.2 (including this sentence) or do so in any other manner that would require the Company or any other Person to make publicly disclose (including the filing of a Schedule 13D or Schedule 13G or any public announcement amendment thereof) such request. (c) Notwithstanding the foregoing, the parties agree and acknowledge that (i) each member of the Investor Group may vote their shares of Common Stock at any meeting of holders of Common Stock in their sole discretion, (ii) the limitations set forth in this Section 3.2 shall in no way limit any communication between or among Investor, the PEAK6 Parties and their respective Affiliates or any Permitted Transferee with respect to any shares of Common Stock Transferred to any such Permitted Transferee, and (iii) each member of the foregoing. provided that Investor Group and its Affiliates may coordinate any such vote with, act in concert with, and be part of a Group with, any other Affiliate of such member of the Investor Group or any Permitted Transferee with respect to any shares of Common Stock Transferred to any such Permitted Transferee. (d) Notwithstanding anything in this Agreement to the contrary, this Section 3.2 shall terminate and be of no further force and effect if: (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with relating to a transaction involving the sale of more than 50% of the Company’s equity securities by Persons other than Intercontinental Exchange, Inc. or its Affiliates or the sale of all or substantially all of the Company’s assets to an unrelated third party pursuant to which such third party will make (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance, or otherwise), or (ii) any person, entity or group publicly announces or commences a tender or exchange offer for, or otherwise to acquire (by merger, consolidation, purchase or otherwise) more than 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7’s capital stock.

Standstill. For a period of three (3a) years from the date hereof, each Company BSM agrees that neither until the Lock-up and Support Agreement has been terminated, and other than in connection with a Transaction as defined in the Lock-up and Support Agreement, or in accordance with its rights under this Agreement or the terms of the Commercial Agreement, it nor shall not, directly or indirectly (including through any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Affiliates), as amended (the "Exchange Act")) will (nor will it assist, provide alone or arrange financing to or for others or encourage others to) directly or indirectly, acting alone jointly or in concert with othersany other Person, unless specifically requested in writing in advance by and shall not direct any other Person (including its Representatives) to, without the other Company's Board prior approval of Directors, Chairman or Chief Executive Officer. A. a majority of the directors of the Company who are Independent: (i) acquire or agree, offer, seek or propose agree to acquire, ownership (includingor make any proposal or offer to acquire any securities of the Company, but other than pursuant to the Pre-Emptive Right, the Top-Up Right or pursuant to transactions that do not limited to, beneficial ownership as defined result in Rule 13d-3 under the Exchange Act) Percentage of Outstanding Subordinate Voting Shares being more than 1% 15.93%; (ii) enter into or offer to enter into any acquisition of any class material assets of voting securities issued by the other Company, Company or any rights of its subsidiaries; (iii) make, enter into or options offer to acquire such ownership enter into any take-over bid (including from a third partyother than an exempt take-over bid that does not result in the Percentage of Outstanding Subordinate Voting Shares being more than 15.93%); B. propose a , amalgamation, arrangement, merger, consolidation business combination or similar transaction involving the other Company; C. offerCompany or any of its subsidiaries, seek or propose to purchase, lease involving any securities or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board any of Directors, or its subsidiaries; (iv) solicit or participate in the solicitation of any proxies or consents with respect to from the securities securityholders of the Company; (v) otherwise act to seek to control the management, the Board or policies of the Company other than through the BSM Nominees in their capacity as members of the Board; (vi) establish or attempt to establish, or acquire or attempt to acquire, directly or indirectly, by lease, option, purchase or otherwise, individually or jointly or in concert with any other person any interest in any sugar processing or refining facility located within the United States or Canada; (vii) take any action that would, in the opinion of the Company based on written advice from external legal counsel, under applicable law or the rules of any stock exchange on which the Company; E. ’s securities are traded or listed, require the Company to make a public announcement regarding any of the types of matters set forth in this Section 4.3(a); (viii) assist, advise, induce or encourage any other Person to take any action of the type referred to in this Section 4.3(a); (ix) enter into any discussions, negotiations, arrangements arrangement or understandings agreement with any third party with respect other Person relating to any of the foregoingmatters described in this Section 4.3(a); or F. seek or request permission to do any of the foregoing or seek any permission to or (x) make any public announcement with respect to any of the foregoing. provided that . (ib) it is understood that None of the provisions of this paragraph Section 4.3 shall not prohibit be construed to restrict BSM from making confidential proposals to or communications with the ongoing discussions continuing to be pursued by the Board and/or management of the respective Companies in accordance Company with the respect to any transaction. (c) The provisions of this agreement, Section 4.3 shall terminate and be of no further force and effect immediately and automatically upon: (iii) if a the public announcement by the Company enters into of a definitive agreement with a third party pursuant person or group of persons other than BSM and its Affiliates that would result in the securityholders of the Company holding less than 50% of the outstanding voting or equity securities of the continuing or resulting entity or more than 50% of the assets of the Company and its Affiliates (whether by business combination, amalgamation, plan of arrangement, merger, tender offer, take-over bid, exchange offer, recapitalization, restructuring, liquidation, sale, equity issuance or otherwise); (ii) the public announcement by any person or group of persons other than BSM and its Affiliates of plans to which such third party will make a bona fide proposal or offer to securityholders of the Company to acquire all or a majority of any class of the Company’s voting or equity securities; or (iii) the public announcement by the Company of its intention to support or recommend that its equityholders accept (or failing to recommend, within 15 days from the date of commencement, that its equityholders reject) any tender or offer, exchange offer foror take-over bid that has been commenced by any person other than BSM or any of its Affiliates and which, if consummated, would result in the offering person or otherwise acquire (by merger, consolidation, purchase persons acquiring all or otherwise) 50% a majority of any class of voting or more equity securities of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period (a) The Investor and its controlled Affiliates agree that following the Closing until the later of (1) the first anniversary of the Closing and (2) the date that the Investor ceases to Beneficially Own three percent (3%) years from or more of the date hereofissued and outstanding Voting Securities, each Company agrees that neither it nor the Investor shall not, and shall cause its controlled Affiliates and, if acting at the direction or on the behalf of any Holder or controlled Affiliate of its affiliates (as defined in Rule 12b-2 under any Holder, the Securities Exchange Act Representatives of 1934the Holders and their controlled Affiliates to not, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with othersany other Person, unless specifically requested without the prior written consent of the Board or as expressly permitted herein: (i) acquire, solicit, propose, seek or offer or agree to acquire any Beneficial Ownership of any Voting Securities, including any rights, warrants or options to acquire, or securities convertible into or exchangeable for, such Voting Securities, that would result in writing the Investor Beneficially Owning fifteen percent (15%) or more of the issued and outstanding Voting Securities; (ii) publicly propose or publicly offer or participate in advance any effort to acquire the Company or any of its Subsidiaries or any material assets or operations of the Company or any of its Subsidiaries, or propose, offer or participate in any Change of Control transaction involving the Company or any of its Subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other Extraordinary Transaction involving the Company, any of its Subsidiaries or any material portion of their respective businesses; provided, however, that this clause shall not preclude the tender by any Holder into any third party tender offer or third party exchange offer or the vote by such Holder of any Voting Securities with respect to any Extraordinary Transaction in accordance with Section 3, provided that such Holder is not otherwise in violation of this clause (ii); (iii) knowingly encourage any third party to propose, or offer to acquire Beneficial Ownership of fifteen percent (15%) or more of the issued and outstanding Voting Securities (other than the sale of the Voting Securities Beneficially Owned by the Investor as and to the extent permitted in accordance herewith); (iv) seek to call, request the call of or call a special meeting of the shareholders of the Company, or make or seek to make a shareholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the shareholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s shareholders, or seek election to the Board or seek to add, replace or remove a director of the Company; (v) solicit proxies, designations or written consents of shareholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act), other Company's Board than solicitations or acting as a participant in support of Directorsthe voting obligations of such Holders pursuant to Section 3, Chairman or Chief Executive Officer. A. acquire or agree, offer, if applicable; (vi) seek or propose to acquireinfluence, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence change or control the management or the Board or the governance or policies of the Company, including by means of a solicitation of proxies or seeking to influence or direct the vote of any holder of Voting Securities; (vii) make or issue or cause to be made or issued any public disclosure, announcement or statement (including the filing of any document or report with the SEC or any other Company governmental agency or any disclosure to obtain representation on any journalist, member of the other Company's Board media or securities analyst) (A) concerning any potential matter described in clause (ii) above, (B) in support of Directorsany matter described in clause (iv) above, or solicit or participate (C) in the solicitation support of any proxies solicitation described in clause (v) or consents (vi) above (other than solicitations on behalf of the Board); (viii) deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to the securities any Voting Securities (other than to a designated representative of the other CompanyCompany pursuant to a proxy or consent solicitation on behalf of the Board); (ix) publicly disclose (including the filing of any document or report with any governmental agency or any disclosure to any journalist, member of the media or securities analyst) any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 2 or Section 3, or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 2 or Section 3 or seek a release from the restrictions or obligations contained in this Section 2 or Section 3; E. provided, that neither a Holder nor any of its Affiliates shall be restricted from contesting the applicability of this Section 2 to such Holder or any of its Affiliates under any particular circumstance privately with the Company or in response or relation to any Action brought against them by the Company or its Affiliates; or (x) publicly announce an intention to do, or enter into any discussions, negotiations, arrangements agreement, arrangement or understandings understanding with others to do, any third party actions in connection with the foregoing, or advise, assist, encourage, support, provide financing to or seek to persuade others to take any action, or act in concert with others or as part of a Group, with respect to any of the foregoing; . (b) Notwithstanding the foregoing, a Holder and its Representatives shall be entitled to make private proposals or F. seek have confidential discussions with the Chief Executive Officer of the Company and the chairperson of the Board, or request permission to do the full Board (or any committee thereof), regarding any of the foregoing matters set forth in this Section 2(a) as long as that such proposal or seek any permission to make any discussion is not publicly disclosed, and does not require public announcement with respect to disclosure under applicable Laws, by the Company or any of its Affiliates, such Holder or any other Person; provided, that subject to Section 3, nothing in this Section 2 shall prevent such Holder and its Affiliates from voting any Voting Securities in any manner. (c) Section 2(a) shall immediately terminate and be of no further force and effect in the foregoing. provided event that the applicable Holder and its controlled Affiliates are not then in breach of this Section 2: (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a an unaffiliated third party pursuant to which such third party will make involving a Change of Control; (ii) a bona fide tender offer or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to the Equity Securities is commenced which, if successful, would result in a Change of Control to an unaffiliated third party, and the Board either has recommended in favor of such offertransaction or has failed to recommend against such transaction within ten (10) Business Days after the commencement thereof; or (iii) the Company becomes subject to any voluntary or involuntary reorganization or restructuring process under Laws relating to bankruptcy, insolvency or protection of creditors generally. 7If Section 2(a) shall have terminated as the result of either the foregoing clause (i) or clause (ii), Section 2(a) shall be reinstated and shall apply in full force according to its terms in the event that the applicable definitive agreement or tender offer or exchange offer is terminated without consummation of the applicable Change of Control occurring. (d) Section 2 shall apply to a Holder that is an permitted assignee of the Investor pursuant to Section 15(o) in the same manner it applies to the Investor; provided that the Investor transfers to such Holder its Equity Securities constituting at least nine percent (9%) of the then-issued and outstanding Voting Securities in connection with such assignment.

Standstill. For a period So long as the Company has complied and is complying with its obligations set forth in this Agreement, during the Standstill Period, the ▇▇▇▇▇ ▇▇▇▇▇▇ Group and its Affiliates, will not, without the prior written consent of three the Company or its Board: (3a) years from the date hereof, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agreeAcquire, offer, seek or propose to acquire, ownership or agree to acquire, directly or indirectly (including, but not limited to, including acquiring beneficial ownership as defined in Rule 13d-3 under the Exchange Act) ), by purchase or otherwise, any Voting Stock of more than 1% the Company or direct or indirect rights to acquire any Voting Stock of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek Company or propose to influence any Subsidiary or control the management or policies division of the Company, provided, however, that the ▇▇▇▇▇ ▇▇▇▇▇▇ Group may acquire in one or more transactions an aggregate number of shares of Voting Stock that when combined with all other holdings equals but does not exceed the Permitted Amount, and provided further, that any shares of Voting Stock held by the Independent Designee shall not be aggregated with the holdings of the ▇▇▇▇▇ ▇▇▇▇▇▇ Group solely as a result of the Company or to obtain representation on and the other Company's Board of Directors▇▇▇▇▇ ▇▇▇▇▇▇ Group entering into this Agreement and the operation hereof; (b) Make, or solicit in any way participate, directly or participate indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the solicitation rules of the SEC), or seek to advise or influence any proxies person or consents entity with respect to the securities voting of any Voting Stock of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make ; (c) Make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions) (including to the Board), any extraordinary transaction involving the Company or any of its securities or assets; (d) Form, join or in any way participate in a 13D Group (other than the ▇▇▇▇▇ ▇▇▇▇▇▇ Group) in connection with any of the foregoing. provided that foregoing (i) it is being understood that the “Independent Designee” shall not be deemed to be part of the ▇▇▇▇▇ ▇▇▇▇▇▇ Group solely as a result of the Company and the ▇▇▇▇▇ ▇▇▇▇▇▇ Group entering into this Agreement and the operation hereof); (e) Present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal for consideration for action by stockholders or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board or seek the removal of any member of the Board; (f) Make, or cause to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that disparages the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past (and the Company shall not make, or cause to be made, by press release or similar public statement, including to the press or media or in an SEC filing, any statement or announcement that disparages any member of the ▇▇▇▇▇ ▇▇▇▇▇▇ Group, the officers, directors, partners or employees, as applicable, of the ▇▇▇▇▇ ▇▇▇▇▇▇ Group, or any person who has served as an officer, director, partner or employee, as applicable, of the ▇▇▇▇▇ ▇▇▇▇▇▇ Group in the past); (g) Institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) other than to enforce the provisions of this paragraph shall not prohibit Agreement; (h) Request the ongoing discussions continuing Company or any of its Representatives, directly or indirectly, to be pursued by the management of the respective Companies in accordance with the provisions amend or waive any provision of this agreementSection 4.1 in a manner that would require public disclosure; or (i) Direct or instruct any of their respective Subsidiaries, and (ii) if a Company enters into a definitive agreement with a third party pursuant Representatives or Affiliates to which take any such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7action listed above.

Standstill. For a period of three (3) years from From the date hereofhereof and continuing until the Termination Date, each so long as the Company agrees has not materially breached any material provision of this Agreement and failed to cure such breach within ten (10) Business Days following the receipt of written notice from ▇▇. ▇▇▇▇▇▇▇▇▇ specifying any such breach, ▇▇. ▇▇▇▇▇▇▇▇▇ shall not, and shall cause his Affiliates, not to, directly or indirectly: (a) acquire, offer or seek to acquire, or otherwise agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, or otherwise, beneficial ownership of Common Stock such that, giving effect to such purchase or acquisition, ▇▇. ▇▇▇▇▇▇▇▇▇’▇ beneficial ownership of Common Stock would exceed 9.9% of the outstanding Common Stock; (b) sell, assign, or otherwise transfer or dispose of shares of Common Stock beneficially owned by ▇▇. ▇▇▇▇▇▇▇▇▇, other than in open market sale transactions where the identity of the purchaser is not known or in underwritten widely-dispersed public offerings, to any Third Party that neither it nor has filed a Schedule 13D with respect to the Company; (c) solicit proxies, consents or other authority to vote from stockholders of the Company (including any “withhold” or “vote no” campaign), conduct any other type of its affiliates referendum (binding or non-binding) of stockholders of the Company, become a “participant” (as such term is defined in Rule 12b-2 Instruction 3 to Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the "“Exchange Act"”)) will in, or knowingly encourage, assist or advise any other person in, any “solicitation” of any proxy, consent or other authority to vote any Common Stock; (nor will it assistd) seek to call, provide or arrange financing to request the call of, a special meeting of stockholders or take action by the written consent of the stockholders or submit or present at any Stockholder Meeting any proposal (binding or non-binding) for others or encourage others toconsideration for action by stockholders; (e) directly or indirectlyseek, acting alone or in concert with others, unless specifically requested election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate for election to the Board or seek, alone or in writing concert with others, the removal of any member of the Board; provided, however, that nothing in advance this Agreement shall prevent ▇▇. ▇▇▇▇▇▇▇▇▇ or his Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the Company’s 2027 Annual Stockholder Meeting (the “2027 Annual Meeting”), so long as such actions do not create a public disclosure obligation for ▇▇. ▇▇▇▇▇▇▇▇▇ or the Company, are not publicly disclosed by ▇▇. ▇▇▇▇▇▇▇▇▇ or his Representatives, Affiliates or Associates and are undertaken on a basis reasonably designed to be confidential; (f) make any request for stock list materials or other books and records of the Company or any of its subsidiaries under Section 220 of the DGCL or any other Company's Board statutory or regulatory provisions providing for stockholder access to books and records of Directorsthe Company or its Affiliates; (g) make any public proposal, Chairman announcement, statement or Chief Executive Officer. A. acquire request regarding, or agree, offer, knowingly encourage or facilitate: (A) any proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any amendment to any provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company (the “Bylaws”); or (C) any agreement with any Third Party related to the foregoing; (h) publicly seek or propose to acquirerequest an amendment, ownership waiver or release of any of the provisions of this Section 3 or this Agreement; (includingi) form, but not limited to, beneficial ownership as defined join or in Rule 13d-3 under any other way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act) of more than 1% of Act with respect to any class of voting securities issued by of the other Company, or deposit any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion voting securities of the assets Company in a voting trust, subject any voting securities of the Company to any voting agreement or other Companyarrangement of similar effect; (j) take any action challenging the validity or enforceability of this Section 3 or this Agreement unless the Company is challenging the validity or enforceability of this Agreement; D. seek or (k) enter into any negotiations, agreements or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of understandings with any proxies or consents Third Party with respect to the securities of the other Company; E. enter into foregoing, or assist, encourage or request any discussions, negotiations, arrangements or understandings with Third Party to take any third party action with respect to any of the foregoing; , or F. seek otherwise take or request permission to do cause any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoingthis Section 3. provided Provided, however, that (i) it is understood that the provisions of restrictions in this paragraph Section 3 shall not prohibit prevent ▇▇. ▇▇▇▇▇▇▇▇▇ from (a) making any factual statement as required by applicable legal process, subpoena or Legal Requirement (as defined below) from any governmental authority with competent jurisdiction over the ongoing discussions continuing to be pursued party from whom information is sought (so long as such request did not arise as a result of action by ▇▇. ▇▇▇▇▇▇▇▇▇ or his Representatives), (b) engaging in any private communication with the management senior executive officers of the respective Companies Company regarding the Company in accordance a manner that would not be reasonably expected to trigger public disclosure obligations for any person, (c) communicating privately with stockholders of the provisions Company and others in a manner that does not otherwise violate this Section 3 or Section 4, or (d) taking any action necessary to comply with any Legal Requirement (so long as such Legal Requirement did not arise as a result of this agreement, action by ▇▇. ▇▇▇▇▇▇▇▇▇ or his Representatives) and (ii) if the restrictions in this Section 3 shall not restrict ▇▇. ▇▇▇▇▇▇▇▇▇ from tendering shares, receiving payment for shares, voting shares or otherwise participating in any transaction on the same basis as the other stockholders of the Company or from participating in any transaction that has been approved by the Board, subject to the other terms of this Agreement. Furthermore, for the avoidance of doubt, nothing in this Agreement shall be deemed to limit the exercise in good faith by ▇▇. ▇▇▇▇▇▇▇▇▇ of his fiduciary duties solely in his capacity as a director of the Company enters into for so long as he serves as a definitive agreement director of the Company and in a manner consistent with a third party pursuant his obligations under this Agreement or his rights and benefits to which such third party will make he is entitled as a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more result of his service as a director of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company including with respect to such offer. 7insurance, indemnification, compensation and fees.

Standstill. For a period of three (3) years from From the date hereofof this Agreement until the Expiration Date or until such earlier time as the restrictions in this paragraph 8 terminate as provided herein (such period, each Company agrees that neither it nor the “Restricted Period”), the ▇▇▇▇▇▇▇ Parties shall not, and shall 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) engage in any of its affiliates “solicitation” (as defined such term is used in the proxy rules of the SEC, but without regard to the exclusion set forth in Rule 12b-2 under 14a-1(l)(2)(iv)) 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 used in the proxy rules of the SEC) 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 (other than such encouragement, advice or influence that is consistent with the Company management’s recommendation in connection with such matter); (c) form, join or participate in any way in any “group” as defined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), with respect to any Voting Securities, other than solely with other Affiliates of the ▇▇▇▇▇▇▇ Parties with respect to Voting Securities now or hereafter owned by them; (d) will acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any Voting Securities or assets of the Company, or rights or options to acquire any Voting Securities or assets of the Company, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to Voting Securities, in each case if such acquisition or transaction would result in the ▇▇▇▇▇▇▇ Parties, together with their controlling or controlled Affiliates, having beneficial ownership of 10% or more of the Company common stock or economic exposure to 15% or more of the Company common stock; (nor will it assiste) sell, provide offer or arrange financing agree to sell all or for others or encourage others to) substantially all, directly or indirectly, acting through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by the ▇▇▇▇▇▇▇ Parties; (f) make or in any way participate, directly or indirectly, in any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or similar transaction involving the Company or its subsidiaries or its or their securities or assets (it being understood that the foregoing shall not restrict the ▇▇▇▇▇▇▇ Parties from tendering shares, receiving payment for shares or otherwise participating in any such transaction on the same basis as other shareholders 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, unless specifically requested to the Company or the Board that would reasonably be expected to require a public announcement regarding any such transaction; (g) enter into a voting trust, arrangement or agreement or subject any Voting Securities to any voting trust, arrangement or agreement, in writing each case other than solely with other Affiliates of the ▇▇▇▇▇▇▇ Parties, with respect to Voting Securities now or hereafter owned by them; (h) (i) seek, alone or in advance by concert with others, election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership except as specifically permitted in paragraph 2, (includingii) seek, but not limited toalone or in concert with others, beneficial ownership as defined in the removal of any member of the Board or (iii) conduct a referendum of shareholders; (i) make or be the proponent of any shareholder proposal (pursuant to Rule 13d-3 14a-8 under the Exchange ActAct or otherwise) of more than 1% of any class of voting securities issued for consideration by the Company’s shareholders; (j) make any request for stock list materials or other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion books and records of the assets Company under Section 1508 of the Pennsylvania Business Corporation Law or other Company; D. seek statutory or propose regulatory provisions providing for shareholder access to influence books and records; (k) make any proposal or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents statement 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 or dividend policy of the Company, (iii) the Separation and any other material change in the Company’s management, governance 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 equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (l) institute, solicit, assist or join any litigation, arbitration or other Company; E. proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this paragraph 8; provided, however, that for the avoidance of doubt the foregoing shall not prevent any Restricted Person from (i) bringing litigation to enforce the provisions of this Agreement, (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against a Restricted Person, (iii) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or the topics covered in the correspondence between the Company and the Restricted Persons prior to the date hereof, 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; (m) enter into any discussions, negotiations, arrangements agreements or understandings with any third party to take any action that the ▇▇▇▇▇▇▇ Parties are prohibited from taking pursuant to this paragraph 8; or (n) make any request or submit any proposal to amend or waive the terms of 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 paragraph 8 shall terminate automatically upon the earliest of (i) upon five (5) business days’ prior written notice delivered by ▇▇▇▇▇▇▇ to the Company following a material breach of this Agreement by the Company (including, without limitation, a failure to appoint the ▇▇▇▇▇▇▇ Nominees in accordance with paragraph 1) if such breach has not been cured within such notice period, provided that the ▇▇▇▇▇▇▇ Parties are not then in material breach of this Agreement, (ii) the announcement by the Company of a definitive agreement with respect to any transaction that would result in the acquisition by any Person or group of more than 50% of the foregoing; or F. seek or request permission to do outstanding shares of Company common stock, (iii) the commencement of any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by mergera Person other than the ▇▇▇▇▇▇▇ Parties or their Affiliates) which, consolidationif consummated, purchase would result in the acquisition by any Person or otherwise) group of more than 50% or more of the outstanding shares of Company common stock or other equity interestsstock, assets or earning power of such other Company, then where the other Company shall be permitted to contact privately the chairman of the board of directors of such Company files a Schedule 14D-9 (or any person 2 3 designated 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 shareholders reject such chairmantender or exchange offer or (iv) and submit to such chairman time as the Company issues a preliminary proxy statement, definitive proxy statement or other person an offer to acquire Voting Securities proxy materials in connection with the 2016 Annual Meeting that are inconsistent in any material respect with the terms of this Agreement. Notwithstanding the foregoing, this paragraph 8 shall not prevent the ▇▇▇▇▇▇▇ Parties from making public or assets private statements commenting on the Company’s business and operations or any Extraordinary Transaction announced by or in respect of such Company and/or a request to negotiate with such Company with respect to such offer. 7the Company.

Standstill. For a period of three (3) years from During the date hereofCooperation Period, each Company agrees that neither it nor any of Investor will not, and will cause its affiliates respective representatives acting on their behalf (as defined in Rule 12b-2 under collectively with the Securities Exchange Act of 1934Investors, as amended (the "Exchange Act")“Restricted Persons”) will (nor will it assistto not, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior consent, invitation, or authorization by the Company or the Board, in each case, in writing: (a) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of any Voting Securities (as defined below) or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Investors (together with their Affiliates) having beneficial ownership of more than 9.9% of the Ordinary Shares outstanding at such time, or aggregate economic exposure to more than 15.0% of the Ordinary Shares outstanding at such time; (b) (i) requisition or call, or seek to requisition or call (publicly or otherwise), alone or in concert with others, unless specifically requested a meeting of the Company’s shareholders (or the setting of a record date therefor), (ii) seek, alone or in writing in advance by concert with others, election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership except as expressly set forth in Section 1(e) of this Agreement, (includingiii) make, but not limited or be the proponent of, any shareholder proposal to the Company or the Board or any committee thereof (including any request to table any resolution, proposal or any other business at any annual general meeting of the Company or otherwise, or any proposal to amend any resolution of the Company), (iv) request the Company to circulate any statement to its shareholders (in connection with a general meeting of the Company or otherwise), (v) require the Company to publish on a website any statement relating to audit concerns, (vi) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (vii) conduct a referendum of shareholders of the Company; provided that nothing in this Agreement will prevent the Investors or their Affiliates from taking actions in furtherance of identifying any Replacement New Independent Director pursuant to Section 1(e), as applicable; (c) make any request for shareholder lists or other books and records of the Company or any of its subsidiaries under any statutory or regulatory provisions, or other applicable law, providing for shareholder access to books and records of the Company or its Affiliates, nor exercise any right conferred by English law or any federal or state law of the United States to: (i) inspect or request a copy of the Company’s register of shareholders, beneficial ownership (ii) inspect or request a copy of the Company’s register of interests disclosed, (iii) require independent scrutiny of any vote conducted by way of a poll at any general meeting of the Company, (iv) apply for the appointment of an inspector to investigate the affairs or membership of the Company or (v) require the Company to exercise its powers under section 793 of the Companies Act; (d) engage in any “solicitation” (as such term is defined under the Exchange Act (as defined below)) of proxies with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Rule 13d-3 Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of more than 1% proxies or consents; (e) make or submit to the Company or any of its Affiliates any class of voting securities issued by the other Companyproposal for, or offer of (with or without conditions), either alone or in concert with others, any rights tender offer, takeover offer (whether structured by way of a scheme of arrangement under Part 26 of the Companies Act or options to acquire such ownership (including from a third partyotherwise); B. propose a , exchange offer, merger, consolidation consolidation, acquisition, sale of all or substantially all assets, business combination, recapitalization, restructuring, liquidation, dissolution or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares in “a takeover offer”, voting in favor of a scheme of arrangement under Part 26 of the Companies Act, accepting a takeover offer as defined in Part 28 of the Companies Act, or giving irrevocable undertakings of letters of intent in respect of the same, receiving consideration or other Company; C. offerpayment for shares, seek or propose to purchase, lease or otherwise acquire all or a substantial portion participating in any Extraordinary Transaction on the same basis as other shareholders of the assets Company); (f) make any public proposal with respect to (i) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1(e) of this Agreement, (ii) any change in the capitalization, capital allocation policy or dividend policy of the Company; D. seek , (iii) any other change to the Board or propose to influence or control the Company’s management or policies corporate or governance structure, (iv) any waiver, amendment or modification to the Articles or the Company’s other organizational documents, (v) causing the Ordinary Shares to be delisted from, or to cease to be authorized to be quoted on, any securities exchanges or (vi) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (g) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other Company person with respect to (i) the giving or to obtain representation on the other Company's Board withholding of Directorsany proxy relating to, or solicit other authority to vote, any Voting Securities, or participate (ii) in conducting any type of referendum relating to the solicitation Company (including for the avoidance of any proxies or consents doubt with respect to the securities Company’s management or the Board), other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted under this Agreement; (h) form, join or act in concert with any “group” as defined in Section 13(d)(3) of the other Company; E. enter into any discussionsExchange Act, negotiations, arrangements or understandings with any third party with respect to any Voting Securities, other than solely with Affiliates of the foregoing; Investors with respect to Voting Securities now or F. seek hereafter owned by them; (i) enter into a voting trust, arrangement or request permission agreement with respect to do any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (i) this Agreement, (ii) solely with Affiliates of the Investors or (iii) granting proxies in solicitations approved by the Board; (j) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in the Investors ceasing to have a “net long position” in the Company; (k) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Ordinary Shares of the Company held by a Restricted Person to any Third Party; (l) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including any derivative actions or the petition of any UK court pursuant to Part 30 of the Companies Act); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (i) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 14, (ii) making counterclaims with respect to any proceeding initiated by, or seek on behalf of, the Company or its Affiliates against a Restricted Person, (iii) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (iv) exercising statutory rights of minority shareholders as set out in Part 28 of the Companies Act or (v) responding to or complying with validly issued legal process; (m) enter into any permission negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 3; or (n) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this Section 3 shall terminate automatically upon the earliest of the following: (i) any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Independent Director in accordance with Section 1(b), a failure to appoint a Replacement New Independent Director in accordance with Section 1(e), a failure to form the CEO Search Committee and appoint the New Independent Director to the CEO Search Committee in accordance with Section 1(g) or a failure to issue the Press Release in accordance with Section 5) upon five (5) business days’ written notice by any of the Investors to 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 or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company, (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets from any Third Parties having an aggregate value exceeding 25% of the market capitalization of the Company during the Cooperation Period or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the Ordinary Shares of the Company (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as incentive compensation to employees or other service providers or consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any tender or exchange offer (by any person or group other than the Investors or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this Section 3) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any of the foregoing. provided Extraordinary Transaction that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued publicly announced by the management Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the respective Companies ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the provisions terms of this agreementthe custody or prime brokerage agreement(s), and as applicable, (iiD) if a Company enters into a definitive agreement with a third party pursuant to negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which such third party will make a tender or exchange offer for, may contain or otherwise acquire (by mergerreflect the performance of, consolidationbut not primarily consist of, purchase or otherwise) 50% or more securities of the common stock Company or other equity interests, assets or earning power of such other Company, then (E) communicating with the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate in accordance with such Company with respect to such offer. 7Section 4.

Standstill. For a period of three (3) years from commencing upon the date hereof and ending on the later of (i) the date Lifflander (or any replacement of Lifflander appointed pursuant to Section 1(d) hereof) shall cease to be a director of the Company and (ii) September 15, each Company agrees that neither it 2008, no member of the MMI Group nor any of its affiliates (as defined in Rule 12b-2 under Affiliates, without the Securities Exchange Act prior written consent of 1934the Board, as amended (the "Exchange Act")) will (nor will it assistwill, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting do any of the following provided that this Section 2 shall not limit any member of the MMI Group from non-public communications with the Board and further shall not apply to actions taken by an MMI Nominee in his capacity as a director while serving as a member of the Board: (a) acquire, 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 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 or entity, 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, if such acquisition, offer to acquire or agreement to acquire would result in MMI (together with any other person or entity, partnership, limited partnership, syndicate or other group) owning, controlling or otherwise having any ownership or economic interest in more than twenty percent (20%) of the outstanding shares of Common Stock; (b) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, whether by purchase, tender or exchange offer, through the acquisition of control of another person or entity, by joining a partnership, limited partnership, syndicate or other group, any voting securities of the Company or any voting rights decoupled from the underlying voting securities held by MMI or its Affiliates or Associates to any third party, if such sale, offer to sell or agreement to sell would result in such third party, together with its Affiliates and Associates, having an ownership or economic interest in more than ten percent (10%) of the outstanding shares of Common Stock; provided that nothing in this Section 2(b) shall restrict any member of the MMI Group from engaging in open market transactions, transactions with broker dealers in the ordinary course of their business or transactions with entities that are permitted to and do file Statements on Schedule 13G with respect to the Common Stock so long as such member of the MMI Group does not have any knowledge of any plan or intention on the part of the buyer to control or seek to control, or otherwise actively influence the Board or management of, the Company; (i) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under Exchange Act ) of proxies or consents, (ii) seek to advise, encourage or influence any person or entity with respect to the voting of any voting securities of the Company, (iii) 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 or other business to be considered at a stockholders meeting, or (iv) induce or attempt to induce any other person or entity to initiate any such stockholder proposal; provided that nothing in this Section 2(c) shall limit the ability of the MMI Group to communicate to any third party, including through the issuance of a public statement, how it intends to vote the shares of Common Stock beneficially owned by it on any matter put to the stockholders of the Company for their approval; (d) 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, other than the MMI Group or a group that includes only some or all of the persons or entities identified as “Reporting Persons” (or Affiliates thereof) in MMI’s statement on Schedule 13D/A filed with the SEC on February 20, 2008; (e) 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; (f) seek, alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board (1) to call a meeting of Directorsstockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act2) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Board except as expressly permitted in this Agreement, (3) to effect the removal of any member of the Board, (4) to make a stockholder proposal at any meeting of the stockholders of the Company's Board , (5) to make a request for a list of Directorsthe Company’s stockholders, or solicit (6) to amend any provision of the Company’s certificate of incorporation or bylaws; (g) effect or seek to effect (including, without limitation, by entering into any negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in the solicitation 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 fifteen percent (15%) of any proxies securities, or consents any material assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving more than fifteen percent (15%) of any of the voting securities or any of the material businesses or assets of the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the securities Company or any of its subsidiaries or any material portion of its or their businesses (each a “Transaction”); provided that nothing in this Section 2(g) shall restrict any member of the MMI Group from engaging in discussions regarding any proposed Transaction so long as the MMI Group notifies the Company of any bona fide proposals relating to a potential Transaction. (h) otherwise act, alone or in concert with others, to control or seek to control or influence or seek to influence the management, the Board or policies of the Company, except as otherwise expressly permitted by this Agreement; (i) unless required by law, make or issue, or cause to be made or issued, any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (i) in support of any matter described in the foregoing paragraphs of this Section 2, (ii) negatively commenting upon the Company, including the Company’s business, management or board of directors, or (iii) inconsistent with, or otherwise contrary to, the provisions of this Agreement or the statements in the joint press release issued pursuant to this Agreement; E. or (j) enter into any discussions, negotiations, arrangements agreements or understandings with any third party with respect to any of the foregoing; , or F. seek or request permission to do any of the foregoing advise, assist, encourage or seek to persuade any permission third party to make take any public announcement action with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase take or otherwise) 50% or more cause any action inconsistent with any of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7foregoing.

Standstill. For a period of three (3a) years Each Investor agrees that, from the date hereofof this Agreement until the expiration of the Standstill Period, each Company agrees that without the prior written authorization or invitation of the Board, neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act Related Persons will, and it will cause each of 1934its Related Persons not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting in any manner: (i) publicly propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization, or similar transaction with respect to the Company or any of its subsidiaries, or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company; provided, however, that this clause (i) shall not preclude the tender by any Investor of any securities of the Company into any tender or exchange offer not made, financed, or otherwise supported by the Investor Group or any Affiliate or Associate thereof or preclude the ability of any Investor to vote its shares of Common Stock for or against any transaction involving the Company’s securities where the transaction is not proposed or sponsored by any Investor or any Affiliate or Associate thereof; (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate (other than by determining how to vote their own shares) in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board; (iii) acquire, offer, or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate, or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities of the Company or any rights decoupled from the underlying securities of the Company, to the extent that the Investor Group’s total beneficial ownership would exceed in the aggregate (among all of the Investors and any Affiliate or Associate thereof) 9.9% of the Common Stock outstanding; (iv) Except in Rule 144 open-market broker-sale transactions where the identity of the purchaser is not known and in underwritten widely-dispersed public offerings, sell, offer, or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the Investors to any person or entity not (A) a party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate or Associate of the Investors (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate in excess of 5% of the shares of Common Stock outstanding at such time; (v) engage in any short sale with respect to any security (other than a broad-based market basket or index) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vi) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) 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 Articles 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; (vii) call or seek to call, or request the call of, alone or in concert with others, unless specifically requested in writing in advance any meeting of shareholders, whether or not such a meeting is permitted by the Company’s Amended and Restated Articles of Incorporation or Bylaws, including a “town hall meeting”; (viii) publicly seek, alone or in concert with others, representation on the Board, except as expressly permitted by this Agreement; (ix) initiate, encourage or in any “vote no,” “withhold,” or similar campaign; (x) 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 Company's Board than any such voting trust, arrangement, or agreement solely among the members of Directorsthe Investor Group that is otherwise in accordance with this Agreement); (xi) seek, Chairman or Chief Executive Officer. A. acquire knowingly encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or agree, offer, removal of directors with respect to the Company or seek or propose knowingly encourage any action with respect to acquire, ownership the election or removal of any directors of the Company or with respect to the submission of any shareholder proposals (including, but not limited to, beneficial ownership as defined in including any submission of shareholder proposals pursuant to Rule 13d-3 14a-8 under the Exchange Act); (xii) form, join, or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of more the Exchange Act) with respect to the Common Stock (other than 1% the Investor Group); (xiii) demand a copy of the Company’s list of shareholders or its other books and records, whether pursuant to the Minnesota Business Corporation Act (the “MBCA”) or pursuant to any class other statutory right; (xiv) commence, encourage, or support any derivative action in the name of voting securities issued by the other Company, or any rights class action against the Company or options any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to acquire such ownership amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any of the Investor Group from (including from a third party); B. propose a mergerA) bringing litigation to enforce the provisions of this Agreement, consolidation (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against an Investor, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or the topics covered in any correspondence between the Company and the Investor Group prior to the date hereof, or (D) exercising statutory dissenter’s, appraisal, or similar transaction involving rights under the other CompanyMBCA; C. offerprovided, seek further, that the foregoing shall also not prevent the Investors from responding to or propose 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)(xiv); (xv) disclose publicly or privately in a manner that could reasonably be expected to purchasebecome public any intent, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directorspurpose, plan, or solicit or participate in the solicitation of any proxies or consents 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 the other Company; E. this Agreement; (xvi) enter into any discussions, negotiations, arrangements agreements, or understandings with any third party person or entity with respect to any of the foregoing; , or F. advise, knowingly assist, knowingly encourage, or knowingly seek to persuade any person or request permission entity to do take any of the foregoing action or seek any permission to make any public announcement statement with respect to any of the foregoing. provided , or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xvii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (ixviii) it is understood that take any action challenging the validity or enforceability of any of the provisions of this paragraph shall not prohibit Section 3 or publicly disclose, or cause or facilitate the ongoing discussions continuing public disclosure (including the filing of any document with the SEC or any other governmental agency or any disclosure to be pursued by the management any journalist, member of the respective Companies in accordance 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 (xix) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of any director of the Company (including the New Independent 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 shareholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Independent Director anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). (c) The foregoing provisions of this Section 3 shall not be deemed to prohibit the Investor Group or its directors, officers, partners, employees, members, or agents, in each case acting in such capacity (“Investor Agents”), from communicating privately regarding or privately advocating for or against any of the matters described in this Section 3 with the Company’s directors or officers, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications or requests. (d) As of the date of this Agreement, none of the Investors is engaged in any discussions or negotiations with any person, and none of the Investors has any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable, with any person concerning the acquisition of economic ownership of any securities of the Company, and none of the Investors has actual and non-public knowledge that any other shareholders of the Company, including any shareholders that have a Schedule 13D currently on file with the SEC with respect to the Company, have any present or future intention of taking any actions that if taken by the Investors would violate any of the terms of this Agreement. The Investors agree to refrain from taking any actions during the Standstill Period to intentionally encourage other shareholders of the Company or any other persons to engage in any of the actions referred to in the previous sentence. (e) 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 that such person 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 (ii) if a Company enters into a definitive agreement with a third party all shares of Common Stock in which such person has any economic interest, including pursuant to which such third party will make a tender cash-settled call option or exchange offer forother derivative security, contract, or otherwise acquire instrument in any way related to the price of shares of Common Stock; the terms “person” or “persons” shall mean any individual, corporation (by mergerincluding not-for-profit), consolidationgeneral or limited partnership, purchase or otherwise) 50% or more of the common stock limited liability company, joint venture, estate, trust, association, organization, or other equity interestsentity of any kind or nature; and the term “Related Person” shall mean, assets as to any person, any Affiliates or earning power Associates of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7person.

Standstill. For a period (a) Each TPG Shareholder agrees that, until the earlier of the three (3) years from year anniversary of the date hereofhereof or the date on which such TPG Shareholder does not Beneficially Own any Company Ordinary Shares, without the prior written consent of at least a majority of the Board, such TPG Shareholder shall not, and shall cause its controlled Affiliates not to, directly or indirectly: (i) acquire, agree to acquire, propose or offer to acquire, or knowingly facilitate the acquisition of, any Company Ordinary Shares (other than acquisitions involving no more than three percent (3%) of the fully-diluted voting power of the Company Ordinary Shares in the aggregate and, in any event, such that the TPG Shareholders, together with their controlled Affiliates, shall not own, in the aggregate, 25% or more of the then-outstanding Company Ordinary Shares), other than as a result of any stock split, stock dividend or subdivision of Company Ordinary Shares or in connection with any of the transactions contemplated by the Merger Agreement; (ii) deposit any Company Ordinary Shares into a voting trust or similar contract or subject any Company Ordinary Shares to any voting agreement, pooling arrangement or similar arrangement or other contract, or grant any proxy with respect to any Company Ordinary Shares, in each case, other than any such voting trust, voting agreement, pooling arrangement or other contract, solely among the TPG Shareholders; (iii) other than in connection with any matter recommended by the Board, enter, agree to enter or propose or offer to enter into any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company agrees that neither it nor or any of its affiliates subsidiaries or an acquisition of 10% or more of the assets of the Company and its subsidiaries; (iv) other than in connection with any matter recommended by the Board, make or participate or engage in (subject to Section 5.1(b)), any “solicitation” of “proxies” (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 Regulation 14A under the Exchange Act) to vote any Company Ordinary Shares, disregarding clause (iv) of more than 1% of Rule 14a-1(l)(2) and including any class of voting securities issued by the otherwise exempt solicitation pursuant to Rule 14a-2(b); (v) publicly disclose any intention, plan, arrangement or other Companycontract prohibited by, or any rights inconsistent with, the foregoing; (vi) advise or options to acquire such ownership (including from a third party); B. propose a merger, consolidation knowingly assist or similar transaction involving the other Company; C. offer, seek knowingly encourage or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements negotiations or understandings agreements or other contracts with any third party other persons in connection with the foregoing; (vii) with respect to any of the foregoing; , (A) form, join or F. seek or request permission in any way participate in (subject to do any Section 5.1(b)) a “group” (within the meaning of Section 13(d)(3) of the foregoing Exchange Act and the rules and regulations thereunder) with respect to any common stock; (B) call, or seek to call, a meeting of the shareholders of the Company or initiate any permission to make any public announcement shareholder proposal for action by shareholders of the Company with respect to any of the foregoing. foregoing or (C) directly or indirectly, take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger, sale of assets or other type of transaction or matter described in this Section 5.1; (viii) present at any annual meeting or any special meeting of the Company’s shareholders or through action by written consent any proposal for consideration for action by shareholders or propose any nominee for election to the Board or seek the removal of any member of the Board of Directors, in each case, subject to the rights of the TPG Shareholders pursuant to Section 2.2; or (ix) request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this Section 5.1; provided that the TPG Shareholders may confidentially request the Company to amend or waive any provision of this Section 5.1 in a manner that would not be reasonably likely to require public disclosure by the Company or such TPG Shareholders. (b) Notwithstanding the foregoing provisions of this Section 5.1, the foregoing provisions shall not, and are not intended to: (i) it is understood that prohibit any TPG Shareholder or any of its controlled Affiliates from privately communicating with, including making any offer or proposal to, the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and Board; (ii) if restrict in any manner how any TPG Shareholder or any of its controlled Affiliates votes their Company Ordinary Shares; (iii) restrict the manner in which any TPG Director may (A) vote on any matter submitted to the Board or the shareholders of the Company, (B) participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in his or her capacity as a Company enters into member of the Board or (C) take actions required by his or her exercise of legal duties and obligations as a definitive agreement with member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a third party pursuant member of the Board; or (iv) restrict any TPG Shareholder or any of its Permitted Transferees from Transferring any Subject Shares to which any Permitted Transferees of such third party will make a tender TPG Shareholder or exchange offer forany successor of such TPG Shareholder that, in any such case, agrees to be bound by the provisions contained in this Agreement. (c) Nothing set forth in this Section 5.1 shall prohibit, restrict or otherwise acquire (by merger, consolidation, purchase limit the ability of any TPG Shareholder or otherwise) 50% any Affiliate of any TPG Shareholder from engaging in any hedging and derivative transactions if such transactions are with one or more counterparties that are nationally recognized reputable banking organizations, solely to the extent such transactions do not have the intention or purpose of circumventing the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7transfer restrictions contained in this Agreement.

Standstill. For a During the period of three (3) years from starting on the date hereofof this Agreement until the later of (i) the Expiration Date, and (ii) if (but only if) the Investors designate the Additional Director and the Additional Director is appointed to the Board in accordance with paragraph 2, the first anniversary of the appointment of the Additional Director to the Board (but not later than January 31, 2024) (such period, the “Cooperation Period”), each Company agrees that neither it nor any of Investor will not, and will cause its affiliates controlling and controlled (as defined in Rule 12b-2 and under common control) Affiliates and its and their respective representatives acting on their behalf (collectively with the Securities Exchange Act of 1934Investors, as amended (the "Exchange Act")“Restricted Persons”) will (nor will it assistto not, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior consent, invitation, or authorization of or by the Company or the Board, in each case, in writing: (a) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party in the acquisition of record or beneficial ownership of any Voting Securities or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Investors (together with their Affiliates) having beneficial ownership of, or aggregate economic exposure to, more than 9.9% of the Company's outstanding common shares at such time; (b) (A) call or requisition (publicly or otherwise), alone or in concert with others, unless specifically requested a meeting of the Company’s shareholders (or the setting of a record date therefor), (B) seek, alone or in writing in advance by concert with others, election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership except as expressly set forth in paragraph 6 of this Agreement, (includingC) make or be the proponent of any shareholder proposal to the Company or the Board or any committee thereof, but not limited toor (D) seek, beneficial ownership alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board; (c) make any request for shareholder lists or other books and records of the Company or any of its subsidiaries under any statutory or regulatory provisions providing for shareholder access to books and records of the Company or its Affiliates; (d) engage in any “solicitation” (as such term is defined in Rule 13d-3 under the Exchange ActCBCA) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities election or removal of directors of the Company or any other matter or proposal relating to the Company; E. enter into ; (e) make or submit to the Company or any discussionsof its Affiliates any proposal for, negotiationsor offer of (with or without conditions), arrangements either alone or understandings in concert with others, any tender offer, exchange offer, merger, consolidation, acquisition, sale of all or substantially all assets, business combination, recapitalization, restructuring, liquidation, dissolution or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving payment for shares or otherwise participating in any Extraordinary Transaction on the same basis as other shareholders of the Company); (f) make any public proposal with respect to (A) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under paragraph 6 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company, (C) any other change to the Board or the Company’s management or corporate or governance structure, (D) any waiver, amendment or modification to the Company’s constating documents, (E) causing the Company’s common shares to be delisted from, or to cease to be authorized to be quoted on, any securities exchanges; (g) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (A) the giving or withholding of any proxy relating to, or other authority to vote, any Voting Securities, or (B) in conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board) (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter); (h) form, join or act in concert with any third party “group” as defined in Section 13(d)(3) of the Exchange Act of 1934, as amended, with respect to any Voting Securities, other than solely with Affiliates of the foregoing; Investors with respect to Voting Securities now or F. seek hereafter owned by them; (i) enter into a voting trust, arrangement or request permission agreement with respect to do any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of the Investors or (C) granting proxies in solicitations approved by the Board; (j) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in the Investors ceasing to have a “net long position” in the Company; (k) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common shares of the Company held by a Restricted Person to any Third Party; (l) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to paragraph 21, (B) making counterclaims with respect to any proceeding initiated by, or seek on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights or (E) responding to or complying with validly issued legal process; (m) enter into any permission negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this paragraph 11; or (n) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this paragraph 11 shall terminate automatically upon the earliest of the following: (i) any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Directors in accordance with paragraph 1, a failure to appoint the Additional Director in accordance with paragraph 2, a failure to appoint a Replacement New Director in accordance with paragraph 6, a failure to form the Review Committee, or a failure to issue the Press Release in accordance with paragraph 13) upon five (5) business days’ written notice by any of the Investors to 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 or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive written agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company (excluding any assets being sold in accordance with the results of the review conducted by the Review Committee described in paragraph 3 hereof), or (y) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the common shares of the Company (including on an as-converted basis) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (y)) and (iii) the commencement of any take-over bid (by any person or group other than the Investors or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Board does not recommend that its shareholders reject such take-over bid (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication in response to the commencement of any take-over bid). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this paragraph 11) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any of the foregoing. provided Extraordinary Transaction that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued publicly announced by the management Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the respective Companies ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the provisions terms of this agreementthe custody or prime brokerage agreement(s), and as applicable, (iiD) if a Company enters into a definitive agreement with a third party pursuant to negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which such third party will make a tender may contain or exchange offer forotherwise reflect the performance of, but not primarily consist of, securities of the Company, or otherwise acquire (by merger, consolidation, purchase or otherwiseE) 50% or more of providing their views privately to the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate in accordance with such Company with respect to such offer. 7paragraph 12.

Standstill. For a period of three (3a) years Each Investor agrees that, except as expressly permitted elsewhere in this Agreement, from the date hereofof this Agreement until the expiration of the Standstill Period, each Company agrees that without the prior written approval of the Board, neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934controlled Affiliates or Associates shall, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing any manner: (i) propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (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 the Common Stock, whether or not such transaction involves a Change of Control of the Company, it being understood that none of the foregoing will prohibit any member of the Investor Group or their Affiliates or Associates from (x) selling or tendering its shares of Common Stock, or otherwise receiving consideration, pursuant to such transaction, or (y) voting on any such transaction in advance its sole discretion in accordance with Section 2 of this Agreement; (ii) engage in any “solicitation” of proxies or written consents to vote any voting securities of the Company or 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, other than in connection with a matter for which the Investors have voting discretion pursuant to Section 2 of this Agreement; (iii) acquire, or offer, or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of record or beneficial ownership of or economic exposure to any voting securities or engage in any swap or hedging transaction, or other Company's Board derivative agreement of Directorsany nature with respect to any voting securities, Chairman in each case, if such acquisition, offer, agreement or Chief Executive Officer. A. transaction would result in the Investors, together with their Affiliates and Associates, (A) having beneficial ownership of more than 15.0% of the Common Stock outstanding at such time or (B) having a Net Long Position in more than 15.0% of the Common Stock outstanding at such time; (iv) acquire or agree, offer, seek seek, or propose to acquire, or cause to be acquired, ownership (including, but not limited to, including beneficial ownership as defined in Rule 13d-3 under the Exchange Actownership) of more than 1% any of any class the assets or business of voting securities issued by the other Company, Company or any rights or options to acquire any such ownership assets or business from any person, in each case other than securities of the Company; (including v) knowingly encourage or knowingly influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company, other than in a manner consistent with Section 2 of this Agreement; (vi) engage in (A) any short sale, or (B) any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a third party); B. propose a merger, consolidation decline in the market price or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion value of the assets securities of the Company, in the case of clause (B), to the extent it would result in the Investors no longer having a “net long” position with respect to shares of Common Stock of the Company; (vii) intentionally pledge, hypothecate, or put any liens against the Company’s capital stock; provided, however, nothing herein shall prevent any Investor from partaking in customary margin transactions with a broker regulated by the Financial Industry Regulatory Authority or holding its securities of the Company in a margin account; (viii) make any public proposal with respect to: (A) any change in the number or identity of directors of the Company or the filling of any vacancies on the Board, other than as provided under Section 1 of 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 Articles of Incorporation or Bylaws, (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; D. or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, in each case except as permitted expressly by this Agreement; (ix) otherwise publicly act to seek to control or propose to influence or control the management management, the Board, or policies of the other Company or initiate or take any action to obtain representation on the other Board, except as permitted expressly by this Agreement; (A) call or seek to call (publicly or otherwise), alone or in concert with others, a meeting of the Company's Board ’s shareholders or act by written consent in lieu of Directorsa meeting (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or solicit representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any shareholder proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board, or (E) conduct a referendum of shareholders of the Company; provided that nothing in this Agreement will prevent the Investors or their Affiliates from taking actions in furtherance of identifying any replacement director candidate in accordance with Section 1(d), as applicable; (xi) deposit any Common Stock in any voting trust or similar arrangement or subject any Common Stock to any voting agreement or pooling arrangement, other than (A) any such voting trust, agreement, or arrangement solely among the Investors and their Affiliates and/or Associates, (B) customary brokerage accounts, margin accounts and prime brokerage accounts, (C) granting any proxy in any solicitation approved by the Board and consistent with the recommendation of the Board, (D) granting any proxy in any solicitation in connection with any matter for which the Investors have voting discretion pursuant to, and in accordance with, Section 2 of this Agreement, and (E) otherwise in accordance with this Agreement; (xii) form, join or in any other way knowingly participate in any “group” (within the solicitation meaning of any proxies or consents Section 13(d)(3) of the Exchange Act) with respect to the securities Common Stock (other than a “group” that includes all or some of the Investors, but does not include any other entities or persons that are not members of the Investor Group as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate or Associate of any Investor to join the “group” following the execution of this Agreement, so long as any such Affiliate or Associate agrees to be bound by the terms and conditions of this Agreement; (xiii) demand a copy of the Company’s list of shareholders or its other books and records, whether pursuant to the North Carolina Business Corporation Act or otherwise; (xiv) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors (in each case in their capacities as such) (it being acknowledged that the Company, its Affiliates and their respective officers and directors shall not commence litigation against the Investors during the Standstill Period; E. enter into provided, however, that nothing in this clause (xiv) will in any discussionsway limit the rights of either party under this Agreement or any other agreement between the parties, negotiationsincluding by commencing litigation to enforce such rights); provided, arrangements however, that for the avoidance of doubt, the foregoing shall not prohibit any Investor from (A) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (B) exercising statutory appraisal rights or understandings (C) responding to or complying with a validly issued legal process; (xv) make any request or submit any proposal to amend 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; (xvi) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 3; or (xvii) advise, assist, knowingly encourage, or seek to persuade any person or entity to take any action or make any statement inconsistent with any third party of the foregoing. (b) Notwithstanding anything in Section 3(a) or elsewhere in this Agreement, nothing in this Agreement shall prohibit or restrict any Investor or the New Director 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 by any party, (ii) communicating with shareholders of the Company and others in a manner that does not otherwise violate Section 3(a) of this Agreement, (iii) making a public statement about how such Investor intends to vote and the reasons therefor with respect to any publicly announced Change of the foregoing; Control transaction, (iv) exchanging, tendering, or F. seek otherwise participating in any tender or request permission to do any of the foregoing or seek any permission to make any public announcement exchange offer with respect to any the Common Stock, whether or not such transaction involves a Change of Control of the Company, on the same basis as the other shareholders of the Company, or (v) 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 an Investor. (c) Notwithstanding the foregoing. provided that (i) it is understood that , the provisions of this paragraph Section 3 shall not prohibit limit in any respect the ongoing discussions continuing to be pursued by the management New Director from taking actions in good faith solely is his capacity as a director of the respective Companies Company, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its shareholders (it being understood and agreed that none of the other Investors or any of their Affiliates or Associates shall seek to do indirectly through the New Director anything that would be prohibited if done directly by any of such other Investors or their Affiliates and Associates). (d) Notwithstanding anything contained in accordance with this Agreement to the contrary, the provisions of Section 1 through Section 3 of this agreementAgreement shall automatically terminate upon the occurrence of a Change of Control transaction involving the Company. (e) For purposes of this Agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.“

Standstill. For a period (a) Except for purchases of three (3) years from shares permitted by Section 3 and 8 of this Agreement and its exercise of rights pursuant to Section 6, the date hereof, each Company Investor agrees that neither it nor during the Standstill Period, the Investor will not, and the Investor will not permit any of its affiliates Affiliate to, and the Investor will not act in concert with or permit any Affiliate to act in concert with any Person to: (as defined in Rule 12b-2 under the Securities Exchange Act of 1934i) acquire, as amended (the "Exchange Act")) will (nor will it assistoffer to acquire, provide or arrange financing agree to or for others or encourage others to) acquire, directly or indirectly, acting alone by purchase or in concert with othersotherwise, unless specifically requested in writing in advance by any securities or direct or indirect rights to acquire any securities of the other Company's Board of DirectorsCompany or any Subsidiary thereof, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class successor to or person in control of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the Company or any division thereof or of any such successor or controlling person; provided, however, that the -------- ------- foregoing restrictions shall not apply to any acquisition or proposed acquisition of securities by way of stock dividends, stock reclassifications or other Companysimilar distributions on a pro rata basis to holders of securities generally; D. and provided further -------- ------- that no Person shall be deemed to have violated the foregoing restrictions by virtue of (and only to the extent of) any increase in the number of shares of Common Stock beneficially owned by such Person if such increase is the result of such Person being acquired by or merged with a Person (who is not an Affiliate of the Investor) (an "Acquiring Person") who beneficially owns any shares of Common Stock at ---------------- the time of such acquisition or merger if the Acquiring Person or the resulting or surviving entity of such merger or acquisition agrees in writing to be bound by the terms and conditions of this Agreement applicable to the Investor; (ii) seek or propose to influence or control the management or policies of the other Company Company, make or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the rules of the SEC) with respect to obtain representation on the other Company's Board of Directorsany Voting Stock, or solicit seek to advise or participate in the solicitation of influence any proxies or consents Person with respect to the voting of any Voting Stock (other than as expressly provided in Section 6 of this Agreement) or deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated in this Agreement, subject any Voting Stock to any arrangement or agreement with any Person with respect to the voting of such Voting Stock; (iii) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any Subsidiary thereof or any of their securities of the other Company; E. or assets; (iv) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; , or F. seek otherwise form, join or request permission in any way engage in discussions relating to do any of the foregoing formation of, or seek any permission to make any public announcement participate in, a 13D Group, in connection with respect to any of the foregoing. provided that ; or (v) request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence); provided, however, that: (w) none of the foregoing shall prevent, restrict, -------- ------- encumber or in any way limit the exercise of the fiduciary rights and obligations of the Investor Director as a director or his ability to vote on matters, influence management or the other directors or otherwise to act in his capacity as a director; (x) none of the foregoing shall prevent any Person (i) it is understood that the provisions from selling or voting its Common Stock in compliance with Section 6 or Section 9 of this paragraph shall not prohibit Agreement, (ii) from exercising the ongoing discussions continuing to be pursued by Warrant (as defined in the management Purchase Agreement), (iii) from purchasing shares of the respective Companies Common Stock in accordance with the provisions of this agreement, and Section 8(b) or (iic) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer forhereof, or (iv) from soliciting, offering, seeking to effect and negotiating with any Person with respect to transfers of shares of Common Stock otherwise acquire permitted by Section 9; or (by mergery) in the event that the Company has delivered a Change of Control Notice to the Investor, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company Investor shall be permitted to contact privately confidentially propose to the chairman Board of Directors of the board Company a proposal or offer by the Investor regarding a Change of directors Control Transaction, provided that such proposal or offer would not reasonably be required to be publicly disclosed by the Investor or any Affiliate thereof (on a Schedule 13D or otherwise), the Company or otherwise. (i) Notwithstanding anything to the contrary in Section 8(a), until the occurrence of a Termination Event, the Investor shall have the right to purchase shares of Common Stock in the open market in accordance with this Section 8(b) if the Investor's percentage ownership interest of the outstanding shares of Common Stock is reduced as a result of (x) any issuance of shares of Common Stock in exchange for the 5% convertible notes due April 1, 2007 (the "Notes") of the Company ("Exchange Dilution") or (y) any issuance of shares of ----- ----------------- Common Stock upon the exercise or conversion of any other securities of the Company issued in exchange for the Notes ("Conversion Dilution"). ------------------- (ii) In the event of Exchange Dilution, the Investor shall have the right for 30 days (the "Exchange Purchase Period") following the ------------------------ issuance of Common Stock in connection with the Exchange Dilution to purchase shares of Common Stock in the open market to increase the number of shares of Common Stock owned by the Investor and the Holder Affiliates up to the number equal to the product determined by multiplying the percentage ownership interest of the Investor and the Holder Affiliates of the outstanding Common Stock of the Company immediately prior to the event that gave rise to the Exchange Dilution by the number of shares of Common Stock of the Company outstanding immediately after the event that gave rise to the Exchange Dilution. (iii) In the event of Conversion Dilution, within 20 days after the end of each quarter, commencing on June 30, 2002, the Company shall provide the Investor with a written notice (with reasonable detail) of the number of shares of Common Stock issued in connection with Conversion Dilution and the Investor shall have the right for 30 days (the "Conversion Purchase Period") -------------------------- after receipt of such notice to purchase shares of Common Stock in the open market to increase the number of shares of Common Stock owned by the Investor and the Holder Affiliates up to the number equal to the product determined by multiplying the percentage ownership interest of the Investor and the Holder Affiliates of the outstanding Common Stock of the Company immediately prior to the event that gave rise to the Conversion Dilution by the number of shares of Common Stock of the Company outstanding immediately after the event that gave rise to the Conversion Dilution. (c) Notwithstanding anything to the contrary in Section 8(a), until the occurrence of a Termination Event, the Investor shall have the right to purchase shares of Common Stock in the open market in accordance with this Section 8(c) if the number of shares of Common Stock issuable to the Investor upon any exercise of the pre-emptive rights granted pursuant to Section 3 of this Agreement shall be limited by operation of Section 3(v) of this Agreement (a "Pre-Emptive Right Limit"). In the event of the occurrence of a Pre-Emptive ----------------------- Right Limit, the Investor shall have the right for 30 days (the "Pre-Emptive ----------- Right Purchase Period") following the completion of the transaction that --------------------- resulted in such Pre-Emptive Right Limit to purchase in the open market the number of shares of Common Stock that the Investor was not otherwise permitted to purchase as a result of the application of Section 3(v). (d) In the event that an Exchange Purchase Period, a Conversion Purchase Period or any person 2 3 designated a Pre-Emptive Right Purchase Period occurs during a black out period as defined by the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, the Exchange Purchase Period, the Conversion Purchase Period or the Pre-Emptive Right Purchase Period shall be extended such chairmanthat in no event shall the Investor have less than 30 days to make open market purchases pursuant to Section 8(b) or 8(c). (e) The rights granted pursuant to Section 8(b) and submit to such chairman or other person an offer to acquire Voting Securities or assets 8(c) may not be assigned by the Investor and shall terminate and be null and void and of such Company and/or no further force and effect upon the occurrence of a request to negotiate with such Company with respect to such offer. 7Termination Event.

Standstill. For Each Holder agrees that, at any time that such Holder beneficially owns (as such term is used in Section 13(d) of the Exchange Act) more than 5.00% of the total number of outstanding shares of Common Stock, it shall not, nor will it cause any of its affiliates to, (a) take any action to acquire additional shares of Common Stock (other than, for the avoidance of doubt, any shares issuable as a period result of three (3) years from obligations in effect as of the date hereof, and any stock splits, stock dividends, reorganizations, recapitalizations and the like) that would result in any increase of the fraction obtained by dividing (A) the number of shares of Common Stock beneficially owned by such Holder, and (B) the total number of outstanding shares of Common Stock, in each Company agrees that neither it nor any case as of its affiliates the date hereof; (as defined in Rule 12b-2 under the Securities Exchange Act of 1934b) act, as amended (the "Exchange Act")) will (nor will it assist, provide alone or arrange financing to or for others or encourage others to) directly or indirectly, acting alone jointly or in concert with others, unless specifically requested in writing in advance by to seek to control the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited towithout limitation, by having or seeking one or more representatives serve on the board of directors or become an executive officer of the Company; (c) sell, transfer or otherwise dispose of any of its shares of Common Stock to any person that, to such Holder’s knowledge, alone or jointly or in concert with others, would become, as a result of such sale, transfer or disposition, the beneficial ownership owner (as defined such term is used in Rule 13d-3 under Section 13(d) of the Exchange Act) of more than 110% of any class the shares of voting securities issued by Common Stock or has publicly stated an intent to exercise control over the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offerprovided that this clause (c) shall not apply to (A) any sale, seek transfer or propose to purchasedisposition, lease in a transaction or otherwise acquire all series of transactions, through an underwriter, broker or a substantial portion dealer where such Holder does not know the identity of the assets purchaser of the other Company; D. seek shares or propose to influence (B) for the avoidance of doubt, any sale, transfer or control the management disposition effected on any securities exchange so long as neither such Holder nor any underwriter, broker or policies of the other Company dealer involved in such transaction solicited or to obtain representation on the other Company's Board of Directors, or solicit or participate in arranged for the solicitation of orders to buy such shares in anticipation of or in connection with such sale; or (d) exercise any proxies or consents voting rights it has, together with respect to the securities of the other Company; E. enter into any discussionsits affiliates, negotiations, arrangements or understandings with any third party with respect to any shares of Common Stock in excess of 9.90% of the foregoing; or F. seek or request permission total number of outstanding shares of Common Stock entitled to do any vote as of the foregoing or seek any permission to make any public announcement relevant record date for such vote; provided that (A) this clause (d) shall not apply with respect to any proposal for which such failure to vote would have the effect of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreementa vote against such proposal, and (iiB) if a Company enters into a definitive agreement with a third party pursuant to which for the avoidance of doubt, such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company Holder shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company maintain its voting rights with respect to any shares of Common Stock not exceeding, together with its affiliates, 9.90% of the total number of outstanding shares of Common Stock entitled to vote as of the relevant record date for such offer. 7vote.

Standstill. For a During the period of three (3) years from starting on the date hereofof this Agreement until the Expiration Date (such period, the “Cooperation Period”), each Company agrees that neither it nor any of Investor will not, and will cause its affiliates controlling and controlled (as defined in Rule 12b-2 and under common control) Affiliates and its and their respective representatives acting on their behalf (collectively with the Securities Exchange Act of 1934Investors, as amended (the "Exchange Act")“Restricted Persons”) will (nor will it assistto not, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior consent, invitation, or authorization by the Company or the Board, in each case, in writing: (a) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of any Voting Securities (as defined below) or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Investors (together with their Affiliates) having beneficial ownership of more than 9.9%, or aggregate economic exposure to more than 15%, of the Company’s common stock outstanding at such time; (b) (A) call or seek to call (publicly or otherwise), alone or in concert with others, unless specifically requested a meeting of the Company’s shareholders (or the setting of a record date therefor), (B) seek, alone or in writing in advance by concert with others, election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership except as expressly set forth in paragraph 4 of this Agreement, (includingC) make or be the proponent of any shareholder proposal to the Company or the Board or any committee thereof, but not limited to(D) seek, beneficial ownership alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of shareholders of the Company; provided that nothing in this Agreement will prevent the Investors or their Affiliates from taking actions in furtherance of identifying any Replacement New Director pursuant to paragraph 4, as applicable; (c) make any request for shareholder lists or other books and records of the Company or any of its subsidiaries under any statutory or regulatory provisions providing for shareholder access to books and records of the Company or its Affiliates; (d) engage in any “solicitation” (as such term is defined under the Exchange Act (as defined below)) of proxies with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Rule 13d-3 Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of more than 1% proxies or consents; (e) make or submit to the Company or any of its Affiliates any class of voting securities issued by the other Companyproposal for, or offer of (with or without conditions), either alone or in concert with others, any rights or options to acquire such ownership (including from a third party); B. propose a tender offer, exchange offer, merger, consolidation consolidation, acquisition, sale of all or substantially all assets, business combination, recapitalization, restructuring, liquidation, dissolution or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other Company; C. offerpayment for shares, seek or propose to purchase, lease or otherwise acquire all or a substantial portion participating in any Extraordinary Transaction on the same basis as other shareholders of the assets Company); (f) make any public proposal with respect to (A) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under paragraph 4 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company; D. seek , (C) any other change to the Board or propose to influence or control the Company’s management or policies corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Articles of Incorporation or Code of Regulations, (E) causing the Company’s common stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchanges, or (F) causing the Company’s common stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (g) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other Company person with respect to (A) the giving or to obtain representation on the other Company's Board withholding of Directorsany proxy relating to, or solicit other authority to vote, any Voting Securities, or participate (B) in conducting any type of referendum relating to the solicitation Company (including for the avoidance of any proxies or consents doubt with respect to the securities Company’s management or the Board) (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted by this Agreement); (h) form, join or act in concert with any “group” as defined in Section 13(d)(3) of the other Company; E. enter into any discussionsExchange Act, negotiations, arrangements or understandings with any third party with respect to any Voting Securities, other than solely with Affiliates of the foregoing; Investors with respect to Voting Securities now or F. seek hereafter owned by them; (i) enter into a voting trust, arrangement or request permission agreement with respect to do any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of the Investors or (C) granting proxies in solicitations approved by the Board; (j) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in the Investors ceasing to have a “net long position” in the Company; (k) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by a Restricted Person to any Third Party; (l) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to paragraph 20, (B) making counterclaims with respect to any proceeding initiated by, or seek on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights, or (E) responding to or complying with validly issued legal process; (m) enter into any permission negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this paragraph 9; or (n) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this paragraph 9 shall terminate automatically upon the earliest of the following: (i) any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Directors in accordance with paragraph 1, a failure to appoint a Replacement New Director in accordance with paragraph 4, a failure to form the Review Committee in accordance with paragraph 2, or a failure to issue the Press Release in accordance with paragraph 11) upon five (5) business days’ written notice by any of the Investors to 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 or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company (excluding any assets being sold by the Company in accordance with the results of the review conducted by the Review Committee described in paragraph 2 hereof), (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets having an aggregate value exceeding 25% of the aggregate enterprise value of the Company during the Cooperation Period, or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the common stock of the Company (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any tender or exchange offer (by any person or group other than the Investors or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this paragraph 9) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any of the foregoing. provided Extraordinary Transaction that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued publicly announced by the management Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the respective Companies ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the provisions terms of this agreementthe custody or prime brokerage agreement(s), and as applicable, (iiD) if a Company enters into a definitive agreement with a third party pursuant to negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which such third party will make a tender or exchange offer for, may contain or otherwise acquire (by mergerreflect the performance of, consolidationbut not primarily consist of, purchase or otherwise) 50% or more securities of the common stock Company or other equity interests, assets or earning power of such other Company, then (E) communicating with the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate in accordance with such Company with respect to such offer. 7paragraph 10.

Standstill. For (a) Each of the LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties (each of the LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties, a period “Group”; provided that for the avoidance of three (3doubt, none of the Onex Investor Parties, Baring Investor Parties or ▇▇▇▇▇▇▇▇▇ Parties shall be a member of any Group) years agrees with the Company that, from the date hereofhereof until the time set forth in paragraph ‎(c), each Company agrees that neither it nor shall not, and shall cause its controlled Affiliates (for the avoidance of doubt, controlled Affiliates shall not be deemed to include any of Group’s co-investors over which it does not exercise control) and any investment funds or vehicles controlled, managed or advised by its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934respective Sponsor not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior written consent of the Company, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any Company Securities or assets of the Company or any of its Subsidiaries, (ii) make any public announcement with respect to, or offer, seek, propose, indicate an interest in (in each case, with or without conditions) or enter into, any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the assets, properties or securities of the Company or any of its Subsidiaries, or any other extraordinary transaction involving the Company or any of its Subsidiaries 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, (iii) make, or in any way participate or engage in, any solicitation of proxies (whether or not relating to the election or removal of directors) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (iv) deposit any Company Securities in any voting trust or similar arrangement or subject any Company Securities to any agreement, arrangement or understanding with respect to the voting of any Company Security, including the grant of any proxy with respect to the voting of any Company Security, (v) demand a copy of the stock ledger list of shareholders or any other books and records of the Company, (vi) otherwise act, alone or in concert with others, unless specifically requested to seek to control or influence, in writing any manner, the management, Board or policies of the Company or any of its Subsidiaries, (vii) form, join or in advance by any way participate in a “group” (within the other Company's Board meaning of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under Section 13(d)(3) of the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the any voting securities of the Company (other Companythan pursuant to this Agreement and the transactions contemplated hereby), (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; E. (ix) take any action that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this ‎Section 4.01(a), (x) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements or understandings with any third party other Persons in connection with the foregoing, (xi) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this ‎Section 4.01(a), (xii) contest the validity of this ‎Section 4.01(a) or make, initiate, take or participate in any action or proceeding (legal or otherwise) or proposal to amend, waive or termination any provision of this ‎Section 4.01(a), (xiii) enter into any agreement, arrangement or understanding with respect to any of the foregoing; foregoing or F. seek (xiv) knowingly encourage or request permission knowingly facilitate others to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period Each member of three (3) years from the date hereof, each Company Shareholder Group agrees that neither other than as may be required by applicable law, order or regulation, during the Standstill Period, he or it nor will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to: (a) acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company or any securities of any Affiliate of the Company, if, after completion of such acquisition or proposed acquisition, such party would beneficially own, or have the right to acquire beneficial ownership of, more than 14.99% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act); (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement; (c) 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 Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section 3(d) hereof or acquired in the future (subject to the limitations set forth in Section 6(a) hereof) or to the extent such a group may be deemed to result with the Company or any of its affiliates Affiliates as a result of this Agreement; (d) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to the Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of 1934all of the nominees of the Board at any shareholder meeting; provided that that the foregoing shall not be deemed to restrict such actions in connection with any Board-approved proposal for a merger or sale of the Company, as amended change in control of the Company, recapitalization, acquisition or disposition by the Company or liquidation of the Company that is submitted for approval or adoption by the stockholders of the Company; (e) call, seek to call, or to request the "Exchange Act")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) will (nor will it assistor otherwise acting alone, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the other Company, except as expressly permitted by this Agreement; provided that that the foregoing shall not be deemed to restrict such actions in connection with any Board-approved proposal for a merger or sale of the Company, change in control of the Company, recapitalization, acquisition or disposition by the Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities liquidation of the other Company that is submitted for approval or adoption by the stockholders of the Company; E. enter ; (f) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, arrangements agreements or 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 cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; provided that that the foregoing shall not be deemed to restrict such actions in connection with any Board-approved proposal for a merger or sale of the Company, change in control of the Company, recapitalization, acquisition or disposition by the Company or liquidation of the Company that is submitted for approval or adoption by the stockholders of the Company; (g) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 5 hereof or this Section 6, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (h) publicly disparage any member of the Board or management of the Company (including, without limitation, making any critical statements of the Company’s business, strategic direction or compensation practices), provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure; provided that that the foregoing shall not be deemed to restrict such actions in connection with any Board-approved proposal for a merger or sale of the Company, change in control of the Company, recapitalization, acquisition or disposition by the Company or liquidation of the Company that is submitted for approval or adoption by the stockholders of the Company; (i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (j) take or F. seek cause or request permission induce or assist others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period of three (3a) years from During the date hereofStandstill Period, each GP Party agrees solely for and on behalf of itself that it shall not, and shall cause its Affiliates and Associates not to, directly or indirectly: (i) make any public announcement or proposal with respect to, or publicly offer or propose, (A) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company agrees that neither it nor or any of its affiliates 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 Voting Securities, whether or not such transaction involves a Change of Control of the Company; it being understood that the foregoing shall not prohibit a GP Party or its Affiliates or Associates from (I) selling or tendering their shares of Common Stock, and otherwise receiving consideration, pursuant to any such transaction or (II) voting on any such transaction in accordance with Section 3; (ii) engage in, or knowingly assist in the engagement in (including, but not limited to, engagement by use of or in coordination with a universal proxy card), any solicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any 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 12b-2 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended amended, and with the rules and regulations thereunder (the "“Exchange Act"”)) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by vote any securities of the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership Company (including, but not limited to, beneficial ownership as defined by initiating, encouraging or participating in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation “withhold” or similar transaction involving the campaign), in each case other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or than in a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided manner that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance consistent with the provisions of this agreement, and (ii) if Board’s recommendation on a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.matter;

Standstill. For a period of three During the Cooperation Period, the Askeladden Parties will not, and will cause their controlled Affiliates and their collective Covered Persons acting on their behalf (3collectively with the Askeladden Parties, the “Restricted Persons”) years from the date hereofto not, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior consent, invitation, or authorization of the Company or the Board, in each case, in writing: (i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party in the acquisition of record or beneficial ownership of any shares of Common Stock or securities convertible into shares of Common Stock, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any shares of Common Stock or securities convertible into shares of Common Stock, in each case, if such acquisition, offer, agreement or transaction would result, if consummated, in the Askeladden Parties (together with their Affiliates) having beneficial ownership of, or aggregate economic or voting exposure to, more than 9.99% of the Common Stock outstanding at such time; (ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, unless specifically requested a meeting of the Company’s shareholders (or the setting of a record date therefor), (B) seek, alone or in writing in advance by concert with others, election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership (includingC) make or be the proponent of any stockholder proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others the removal of any member of the Board, or (E) engage in any “withhold” or similar campaign; (iii) engage in any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act but not limited towithout giving effect to any of the exclusions from such definition under SEC rules, beneficial ownership including the exclusion relating to solicitations of ten or fewer shareholders) of proxies with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Rule 13d-3 Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of more than 1% proxies; (iv) take any action in support of or make any proposal, announcement or request, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, with respect to, (A) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1, (B) any change in the business, capitalization, capital allocation policy or dividend policy of the Company or sale, spinoff, splitoff or other similar separation of one or more business units or any other Extraordinary Transaction, (C) any other change to the Board or the Company’s management, business or corporate or governance structure, (D) any waiver, amendment or modification to the Organizational Documents, (E) causing the Common Stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (v) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents person with respect to the securities giving or withholding of any proxy relating to, or other authority to vote, any Common Stock (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter); (vi) form, join, knowingly encourage or knowingly participate in or act in concert with any “group” as defined in Section 13(d)(3) of the other Company; E. enter into any discussionsExchange Act, negotiations, arrangements or understandings with any third party with respect to any shares of Common Stock or securities convertible into shares of Common Stock, other than solely with Affiliates of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement Askeladden Parties with respect to any shares of Common Stock or securities convertible into shares of Common Stock now or hereafter owned by them; (vii) enter into a voting trust, arrangement or agreement, or subject any shares of Common Stock or securities convertible into shares of Common Stock to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of the foregoingAskeladden Parties, or (C) granting proxies in solicitations approved by the Board; (viii) sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Common Stock held by a Restricted Person to any Third Party; (ix) institute, solicit, knowingly assist or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing will not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 9, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing or participating in bona fide commercial or legal disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights, or (E) responding to or complying with validly issued legal process; (x) make any disclosure or announcement, either publicly or in a manner reasonably likely to result in or require public disclosure, regarding any intent, purpose, place or proposal with respect to the Board, the Company, its management, policies or affairs, strategy, operations, financial results, any of its securities or assets or this Agreement, except in a manner consistent with the Press Release (as defined below) and the other provisions of this Agreement; (xi) enter into any negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or (xii) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal. provided The Restricted Persons will instruct their respective Representatives acting on their behalf to comply with this Section 2(c) and any failure by such Representatives to comply with such instructions will be deemed a breach by the Askeladden Parties of this Section 2(c). The restrictions in this Section 2 will terminate automatically upon the fifth (5th) business day after written notice by any of the Askeladden Parties of any material breach of this Agreement by the Company (including a failure by the Company to comply with its obligations in Section 1 to appoint or nominate the New Director, as applicable, or appoint any Replacement New Director, if applicable, to the Board in accordance with Section 1, a failure to perform any of the actions contemplated in Section 1(e) or a failure by the Company to issue the Press Release in accordance with Section 3), if such breach has not been cured within such notice period; provided, that the Askeladden Parties (i) it is understood that specify in such written notice, in reasonable detail, the provisions material breach on which they are relying to terminate their obligations under this Section 2 and (ii) are not in material breach of this paragraph shall not Agreement at the time such notice is given or during the notice period. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the restrictions in this Section 2) will prohibit the ongoing discussions continuing to be pursued by the management or restrict any of the respective Companies Restricted Persons from (A) making any factual statement to comply with any subpoena, legal requirement or other legal process or to respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person) or making any regulatory filing required pursuant to the Exchange Act or any other applicable regulatory regime (provided, that any such legal requirement or regulatory filing does not arise from or relate to an action by a Restricted Person that would otherwise violate Section 2(a) or Section 2(c) and any such statement, whether or not in a regulatory filing, does not otherwise violate Section 2(a) or Section 2(c)), (B) communicating privately with the Board or any of the Company’s senior officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, result in or require the Company or the Askeladden Parties to make public disclosure (of any kind) with respect thereto, (C) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the provisions terms of this agreementthe custody or prime brokerage agreement(s), and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer foras applicable, or (D) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise acquire (by mergerreflect the performance of, consolidationbut not primarily consist of, purchase or otherwise) 50% or more securities of the common stock Company or other equity interestsa competitor. Furthermore, assets or earning power for the avoidance of such other Companydoubt, then nothing in this Agreement will be deemed to restrict in any way the other Company shall be permitted to contact privately New Directors in the chairman exercise of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7their fiduciary duties.

Standstill. For a period (a) Subject to Section 4.3(b) and Section 4.3(c), on and after the Effective Date, HNA Group and the HNA Parties shall not, shall cause their respective Affiliates not to, and shall cause the representatives of three (3) years from HNA Group, the date hereofHNA Parties and their respective Affiliates acting at their direction not to, each Company agrees that neither it nor in any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934manner, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting to, without the prior written consent of, or waiver by, the Company: (i) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Equity Securities of the Company (including any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such Equity Securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combinations of the foregoing)) other than: (A) as a result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving Equity Securities of the Company; (B) discussions or negotiations to acquire a beneficial interest in any Equity Securities of the Company from Blackstone or any of its Affiliates, provided, that HNA Group, any HNA Party or any of their respective Affiliates, as applicable, has, prior to initiating such discussions or negotiations, notified the Board in writing of its intention to initiate such discussions or negotiations; provided further that, for the avoidance of doubt, none of HNA Group, the HNA Parties or any of their respective Affiliates shall, directly or indirectly, acquire a beneficial interest in any Equity Securities of the Company from Blackstone or any of its Affiliates without the prior written consent of the Company, (C) pursuant to Section 4.1(a), Section 4.2 or Section 4.3(c) or (D) a Transfer between HNA Parties; provided, that no HNA Party shall be in breach of this Section 4.3(a)(i) as a result of the acquisition by any HNA Designee of any Equity Securities of the Company pursuant to (x) the grant or vesting of any equity compensation awards granted by the Company to any HNA Designee, or (y) the exercise of any stock options, restricted stock units, or similar awards relating to any Equity Securities of the Company granted by the Company to any HNA Designee; (ii) make any public announcement or public offer with respect to any merger, business combination, recapitalization, reorganization or other similar extraordinary transaction involving the Company or any of its Subsidiaries (unless such transaction is approved or affirmatively recommended by the Board); (iii) make, knowingly encourage or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act) to vote any Voting Securities, or seek to advise or influence any Person with respect to the voting of, any Voting Securities (other than, in each case, in a manner that is not inconsistent with the Board’s recommendation in connection with a matter); (iv) seek election to, or seek to place a representative on, the Board or removal of any member of the Board or otherwise act, alone or in concert with others, unless specifically requested in writing in advance by to seek representation or to control or influence the other Company's management, the Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the Company (other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents than (A) with respect to the securities election or removal of an HNA Designee or (B) to vote in accordance with the requirements of Article III); (v) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company; (vi) form, join or in any way participate in a Group with respect to Equity Securities (other Company; E. than a Group consisting solely of HNA Parties); (vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company (for the avoidance of doubt, excluding any such act in their capacity as a commercial counterparty, customer, supplier, industry participant or the like); (viii) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements or arrangements or understandings with any third party other Persons in connection with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing activities; (ix) publicly disclose any intention, plan or arrangement inconsistent with any of the foregoing activities; (x) arrange, or in any way provide, directly or indirectly, any financing for the purchase by any Person or Group of any Equity Securities or assets of the Company, other than financing for (A) the purchase of assets then being offered for sale by the Company, (B) the Transfer of any shares of Common Stock to an HNA Party or an HNA Permitted Transferee, (C) purchases of any Equity Securities of the Company by an HNA Entity that are permitted by this Agreement and (D) an HNA Acquisition. (xi) take any action that HNA Group or an HNA Party knows, or would reasonably be expected to know, would require the Company to make a public announcement regarding the possibility of an Acquisition; or (xii) contest the validity of this Section 4.3(a) or initiate or participate in any judicial proceeding to amend, waive, terminate or seek a release of the restrictions contained herein, it being understood and agreed that (A) without prejudice to Section 2.6, this Section 4.3 shall not limit (x) the activities of any permission HNA Designee taken in good faith in his or her capacity as a Director or (y) the participation of any HNA Designee in any Board (or committee of the Board, as applicable) discussions, deliberations, negotiations or determinations, and (B) HNA and HNA Group shall be responsible for any breach of this Section 4.3 caused by any action taken by any HNA Entity or by a representative of an HNA Entity acting at the direction of any HNA Entity. (b) Notwithstanding anything to the contrary in Section 4.3(a), on and after the date hereof, other than during any Standstill Commitment Period, no HNA Party shall be prohibited or restricted from: (i) initiating and engaging in private discussions with, and/or making and submitting to, the Company and/or the Board a non-public, confidential Acquisition Proposal so long as such HNA Party does not know, and would not be reasonably expected to know, that such actions would be reasonably likely to require HNA, the Company or any other Person to make any a public announcement regarding such Acquisition Proposal; or (ii) from and after a public announcement of a definitive agreement with respect to an Acquisition entered into between the Company and any Person other than an HNA Entity and until the earlier of (A) the closing of such Acquisition and (B) ninety (90) days after the termination of such definitive agreement, notwithstanding any HNA Standstill Commitment or anything to the contrary in this Agreement, making and submitting to the Company, the Board, and/or the Company’s stockholders, an alternative Acquisition Proposal on a publicly disclosed and announced basis for all outstanding shares of Common Stock, which, if a tender or exchange offer, shall be on the same terms for all such shares and include a non-waivable condition that a majority of outstanding shares of Common Stock not Beneficially Owned by any HNA Entity are tendered into such offer, or (subject to Sections 3.3, 4.3(a)(i) and 4.7) taking any other action, whether or not otherwise restricted by Section 4.3(a) in connection with evaluating, making, submitting, negotiating, effectuating or implementing any such alternative Acquisition Proposal (or any amendment, supplement or modification thereto), including actively soliciting stockholders of the Company not to vote in favor of or to vote against such Acquisition by a Person other than an HNA Entity. (c) Notwithstanding anything to the contrary in Section 4.3(a), HNA may (directly or through any other HNA Parties or any of their respective Controlled Affiliates that are HNA Permitted Transferees), at any time and from time to time, purchase shares of Common Stock in open market transactions in an amount that, when aggregated with the foregoing. provided that number of shares of Common Stock then Beneficially Owned by all HNA Entities, would not then exceed a percentage of the shares of Common Stock outstanding at such time equal to the lower of (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, twenty-five percent (25%) and (ii) if the Adjusted Ownership Percentage (as defined in the following sentence). The “Adjusted Ownership Percentage” shall initially be equal to twenty-five (25%) and, upon each Transfer of shares of Common Stock by an HNA Entity that (A) is to a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire Person other than another HNA Entity and (by merger, consolidation, purchase or otherwiseB) 50% or more occurs when the percentage of the common stock total number of outstanding shares of Common Stock that is Beneficially Owned, in the aggregate, by all HNA Entities is less than or other equity interestsequal to twenty-five (25%) or causes such percentage to be less than twenty-five (25%), assets shall be reduced to equal the percentage of the total number of outstanding shares of Common Stock that is Beneficially Owned, in the aggregate, by all HNA Entities immediately following such Transfer. For purposes of this Section 4.3(c), the total number of shares of Common Stock outstanding at any time shall be the number specified in the latest of (i) the most recent SEC filing of the Company disclosing the total number of shares of Common Stock outstanding or earning power of such other (ii) a written notice from the Company, then the other Company shall which will be permitted provided to contact privately the chairman of the board of directors of such Company (HNA as soon as reasonably practicable upon a written request therefor from HNA following any New Issuance or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Stock Acquisition.

Standstill. For a During the period of three (3) years from starting on the date hereofof this Agreement until the Expiration Date (such period, the “Cooperation Period”), each Company agrees that neither it nor any of Investor will not, and will cause its affiliates controlling and controlled (as defined in Rule 12b-2 and under common control) Affiliates and its and their respective representatives acting on their behalf (collectively with the Securities Exchange Act of 1934Investors, as amended (the "Exchange Act")“Restricted Persons”) will (nor will it assistto not, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior consent, invitation, or authorization by the Company or the Board, in each case, in writing: (a) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of record or beneficial ownership of any Voting Securities (as defined below) or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the Investors (together with their Affiliates) having beneficial ownership of, or aggregate economic exposure to, more than 9.8% of the Company’s common stock outstanding at such time; (b) (A) call or seek to call (publicly or otherwise), alone or in concert with others, unless specifically requested a meeting of the Company’s shareholders (or the setting of a record date therefor), (B) seek, alone or in writing in advance by concert with others, election or appointment to, or representation on, the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek nominate or propose the nomination of, or recommend the nomination of, any candidate to acquirethe Board, ownership except as expressly set forth in paragraph 6 of this Agreement, (includingC) make or be the proponent of any shareholder proposal to the Company or the Board or any committee thereof, but not limited to(D) seek, beneficial ownership alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of shareholders of the Company; provided that nothing in this Agreement will prevent the Investors or their Affiliates from taking actions in furtherance of identifying any Replacement New Director pursuant to paragraph 6, as applicable; (c) make any request for shareholder lists or other books and records of the Company or any of its subsidiaries under any statutory or regulatory provisions providing for shareholder access to books and records of the Company or its Affiliates; (d) engage in any “solicitation” (as such term is defined under the Exchange Act (as defined below)) of proxies with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Rule 13d-3 Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of more than 1% proxies or consents; (e) make or submit to the Company or any of its Affiliates any class of voting securities issued by the other Companyproposal for, or offer of (with or without conditions), either alone or in concert with others, any rights or options to acquire such ownership (including from a third party); B. propose a tender offer, exchange offer, merger, consolidation consolidation, acquisition, sale of all or substantially all assets, business combination, recapitalization, restructuring, liquidation, dissolution or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other Company; C. offerpayment for shares, seek or propose to purchase, lease or otherwise acquire all or a substantial portion participating in any Extraordinary Transaction on the same basis as other shareholders of the assets Company); (f) make any public proposal with respect to (A) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under paragraph 6 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company; D. seek , (C) any other change to the Board or propose to influence or control the Company’s management or policies corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Certificate of Incorporation, By-laws or other organizational documents, (E) causing the Company’s common stock to be delisted from, or to cease to be authorized to be quoted on, any securities exchanges, or (F) causing the Company’s common stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (g) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other Company person with respect to (A) the giving or to obtain representation on the other Company's Board withholding of Directorsany proxy relating to, or solicit other authority to vote, any Voting Securities, or participate (B) in conducting any type of referendum relating to the solicitation Company (including for the avoidance of any proxies or consents doubt with respect to the securities Company’s management or the Board) (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted by this Agreement); (h) form, join or act in concert with any “group” as defined in Section 13(d)(3) of the other Company; E. enter into any discussionsExchange Act, negotiations, arrangements or understandings with any third party with respect to any Voting Securities, other than solely with Affiliates of the foregoing; Investors with respect to Voting Securities now or F. seek hereafter owned by them; (i) enter into a voting trust, arrangement or request permission agreement with respect to do any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of the Investors or (C) granting proxies in solicitations approved by the Board; (j) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in the Investors ceasing to have a “net long position” in the Company; (k) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying common stock of the Company held by a Restricted Person to any Third Party; (l) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to paragraph 24, (B) making counterclaims with respect to any proceeding initiated by, or seek on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights, or (E) responding to or complying with validly issued legal process; (m) enter into any permission negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this paragraph 13; or (n) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this paragraph 13 shall terminate automatically upon the earliest of the following: (i) any material breach of this Agreement by the Company (including, without limitation, a failure to appoint the New Directors in accordance with paragraph 1, a failure to appoint a Replacement New Director in accordance with paragraph 6, a failure to form the Fiber Review Committee in accordance with paragraph 2, a failure to form the CEO Search Committee in accordance with paragraph 3, or a failure to issue the Press Release in accordance with paragraph 15) upon five (5) business days’ written notice by any of the Investors to 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 or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company (excluding any assets being sold by the Company in accordance with the results of the review conducted by the Fiber Review Committee described in paragraph 2 hereof), (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets having an aggregate value exceeding 25% of the aggregate enterprise value of the Company during the Cooperation Period, or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 10% of the common stock of the Company (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)) and (iii) the commencement of any tender or exchange offer (by any person or group other than the Investors or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer). Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this paragraph 13) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any of the foregoing. provided Extraordinary Transaction that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued publicly announced by the management Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the respective Companies ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the provisions terms of this agreementthe custody or prime brokerage agreement(s), and as applicable, (iiD) if a Company enters into a definitive agreement with a third party pursuant to negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which such third party will make a tender or exchange offer for, may contain or otherwise acquire (by mergerreflect the performance of, consolidationbut not primarily consist of, purchase or otherwise) 50% or more securities of the common stock Company or other equity interests(E) communicating with the Company privately in accordance with paragraph 14. Furthermore, assets nothing in this Agreement shall prohibit or earning power of such other Company, then restrict the other Company shall be permitted to contact privately the chairman New Investor Director from exercising his or her rights and fiduciary duties as a director of the board Company or restrict his or her discussions solely among other members of directors the Board and/or management, advisors, representatives or agents of the Company; provided that any such Company (discussions are limited to communications in his or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or her capacity as a request to negotiate with such Company with respect to such offer. 7director.

Standstill. For i. The SVB Partners Parties each acknowledge and represent that the investment in BFIN is not intended to constitute a period of three (3“controlling” investment for federal banking law purposes and, accordingly, subject in all cases to Section 2(iii) years from below with respect to ▇▇. ▇▇▇▇▇▇▇▇, agree that during the date hereof, each Company agrees that neither it nor any of its affiliates Standstill Period (as defined in Rule 12b-2 under below), the Securities Exchange Act of 1934, as amended SVB Partners Parties and their affiliates or associates will not (the "Exchange Act")) and they will (nor will it assist, provide or arrange financing to or for others not assist or encourage others to) ), directly or indirectly, acting in any manner, without prior written approval of the Board of Directors of BFIN: 1. acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire directly or indirectly, alone or in concert with others, unless specifically requested by purchase, tender, exchange, gift, through the acquisition of control of another person, by joining a partnership, limited partnership or syndicate or other “group” (within the meaning of such term in writing Section 13(d) of the Exchange Act) or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in advance any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an “Acquisition”), any securities of BFIN, such that as a result of such of such Acquisition, the SVB Partners Parties would maintain beneficial ownership in excess of 9.99% of the outstanding shares of BFIN common stock; 2. 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 BFIN; 3. 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 SVB Partners Parties) with respect to any securities of BFIN (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the membership of the group involving the SVB Partners Parties as long as any additional member(s) acknowledges and agrees to be bound by the other Company's Board terms of Directors, Chairman this Agreement) or Chief Executive Officer. A. acquire or otherwise in any manner agree, offerattempt, seek or propose to deposit any securities of BFIN in any voting trust or similar arrangement, or subject any securities of BFIN to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; 4. 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 assets, tangible and intangible, of BFIN or (b) direct or indirect rights, warrants or options to acquire any assets of BFIN; 5. arrange, or in any way participate, directly or indirectly, in any financing (except for margin loan financing for shares beneficially owned) for the purchase of any securities or securities convertible or exchangeable into or exercisable for any securities or assets of BFIN; 6. sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of BFIN or any rights decoupled from the underlying securities of BFIN held by any SVB Partners Party to any person or entity not a (a) party to this Agreement, (b) member of the BFIN Board of Directors, (c) officer of BFIN or (d) a SVB Partners Party affiliate (a “Third Party”) that would knowingly result in such Third Party, together with its affiliates and associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 9.9% of the shares of BFIN common stock outstanding at such time, except in a transaction approved by the Board or in ordinary course public capital markets sale transactions; 7. otherwise act, alone or in concert with others, to seek to offer to BFIN or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with BFIN or otherwise seek, alone or in concert with others, to control or change the management, Board of Directors or policies of BFIN or the Bank or nominate any person as a director of BFIN who is not nominated by the then incumbent directors (provided that if there is a vacancy on the BFIN Board of Directors the SVB Partners Parties may submit suggestions on a confidential basis to the BFIN Board of Directors or the Corporate Governance and Nominating Committee of the BFIN Board of Directors for nominees to the Board of Directors pursuant to the nomination policy adopted by the Board of Directors), or propose any matter to be voted upon by the stockholders of BFIN; 8. seek the removal of any member of the Board, conduct a referendum of stockholders or make a request for any stockholder list or other BFIN books and records; 9. take any action in support of or make any proposal or request that constitutes: (a) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of BFIN; (b) seeking to have BFIN waive or make amendments or modifications to BFIN’s Articles of Incorporation or Bylaws, or other actions, that may impede or facilitate the acquisition of control of BFIN by any person; (c) causing a class of securities of BFIN 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 BFIN to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; 10. make any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged (a) any of the proposals described in this Agreement or (b) BFIN or affiliates thereof, and any of its current or former officers or directors; 11. enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; 12. exercise or attempt to exercise a controlling influence (determined in a manner consistent with the public guidance issued by the primary federal banking regulator of BFIN) over the management or policies of BFIN, or any of its affiliates; 13. have or seek to have more than one representative of the SVB Partners Parties serve on the Board of Directors of BFIN; 14. permit any representative of the SVB Partners Parties who serves on the Board of Directors of BFIN to serve as the chairman of the Board of Directors of BFIN; 15. have or seek to have any employee or representative of any SVB Partners Party serve as an officer, agent, or employee of BFIN; 16. take any action that would cause BFIN to become a subsidiary of any SVB Partners Party; 17. propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or Board of Directors of BFIN; 18. enter into or seek or propose to enter into any agreement with BFIN that substantially limits the discretion of BFIN’s management over major policies and decisions, including, but not limited to, beneficial ownership as defined policies or decisions about employing and compensating executive officers; engaging in Rule 13d-3 under the Exchange Actnew 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; 19. dispose or threaten to dispose (explicitly or implicitly) of more than equity interests of BFIN in any manner as a condition or inducement of specific action or non-action by BFIN; and 20. announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (1% ) through (19) of this Paragraph 2, or publicly announce or disclose any class request to be excused from any of voting securities issued the foregoing obligations of this Paragraph 2. ii. At any BFIN annual meeting of stockholders during the Standstill Period, the SVB Partners Parties agree (1) to vote all shares of BFIN they or any of them beneficially own in favor of the nominees for election or reelection as director of BFIN selected by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion Corporate Governance and Nominating Committee of the assets Board of Directors of BFIN and agree otherwise to support such director candidates, and (2) with respect to any other proposal submitted by any BFIN stockholder to a vote of the other Company; D. seek or propose BFIN stockholders, to influence or control the management or policies vote all of the other Company BFIN shares they beneficially own in accordance with the recommendation of the BFIN Board of Directors with respect to any such stockholder proposal. iii. Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or to obtain representation on the other Company's affect: (1) any action or inaction by ▇▇. ▇▇▇▇▇▇▇▇ in his capacity as a member of BFIN’s Board of Directors, or solicit or participate provided he acts in good faith in the solicitation discharge of any proxies his fiduciary duties as a board member; or consents with respect (2) the ability of the SVB Partners Parties to engage in discussions relating to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions topics listed in Paragraph 2 of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance Agreement directly with the provisions Chairman and Chief Executive Officer of this agreement, and (ii) if a Company enters into a definitive agreement BFIN or with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman members of the board of directors of such Company (BFIN or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets senior executive management of such Company and/or BFIN in a request to negotiate manner consistent with such Company with respect to such offer. 7the practices of the BFIN Board of Directors.

Standstill. For a period of three (3) years from During the date hereofCooperation Period, each Company agrees that neither it nor any of ▇▇▇▇▇▇▇ Party and its affiliates Covered Persons (as defined in Rule 12b-2 under such persons, together with the Securities Exchange Act of 1934▇▇▇▇▇▇▇ Parties, as amended (collectively, the "Exchange Act")“Restricted Persons”) will (nor will it assistnot, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior written consent, invitation or authorization of the Company or the Board: (i) (x) acquire, effect or offer or agree to acquire, by purchase or otherwise, or direct any Third Party (as defined below) in the acquisition of, record or beneficial ownership of, or economic exposure to, any Voting Securities (as defined below), or (y) engage in any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the ▇▇▇▇▇▇▇ Parties (together with their Affiliates) having beneficial ownership of more than 4.9% of the Common Stock outstanding at such time, or aggregate economic exposure to more than 7.5% of the Common Stock outstanding at such time; (ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, unless specifically requested a meeting of the Company’s shareowners or act by written consent in writing lieu of a meeting (or the setting of a record date therefor), (B) seek, alone or in advance concert with others, election or appointment to, or representation on, the Board, or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any shareowner proposal to the Company or the Board or any committee thereof, (D) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (E) conduct a referendum of shareowners of the Company; (iii) make any request for stock list materials or other books and records of the Company or any of its subsidiaries under Section 220 of the DGCL or any other statutory or regulatory provisions providing for shareowner access to books and records of the Company; (iv) engage in any “solicitation” (as such term is used in the proxy rules but including, for the avoidance of doubt, solicitations of ten (10) or fewer shareowners which would otherwise be excluded from the definition of “solicitation” pursuant to Rule 14a-2(b)(2) promulgated under the Exchange Act) of proxies or consents with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents; (v) disclose to any Third Party, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, its voting or consent intentions or votes as to matters submitted to a shareowner vote during the Cooperation Period (it being understood that instructing third parties to implement such votes or consents in a ministerial manner in accordance with this Agreement would not be a violation of this provision); provided, however, that the foregoing shall not restrict any ▇▇▇▇▇▇▇ Party or its Affiliates from stating how they intend to vote with respect to an Extraordinary Transaction (as defined below), if any, that has been publicly submitted for the approval of the Company’s shareowners and the reasons therefor; (vi) make or submit to the Company or any of its Affiliates any proposal for, or offer of (with or without conditions), either alone or in concert with others, any tender offer, exchange offer, merger, financing, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution, spin-off, split-off or other similar separation of one or more business units, sale or other disposition of all or substantially all of the Company’s assets, or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other shareowners of the Company's ); (vii) make any public proposal with respect to (A) any change in the number, term or identity of directors of the Company or the filling of any vacancies on the Board, other than as provided under Section 1 of this Agreement, (B) any change in the capitalization or capital allocation policy of the Company (including, for the avoidance of doubt, capital allocation policies relating to dividends), (C) any other change in the Company’s management, governance or corporate structure, (D) any waiver, amendment or modification to the Amended and Restated Certificate of Incorporation of the Company or the Bylaws (collectively, the “Organizational Documents”), (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 the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person with respect to (A) the giving or withholding of any proxy or consent relating to, or other authority to vote, any Voting Securities, or (B) conducting any type of referendum relating to the Company, other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise specifically permitted under this Agreement; (ix) form, join or act in concert with any “group,” as defined in Section 13(d)(3) of the Exchange Act, with respect to any Voting Securities, other than solely with Affiliates of the ▇▇▇▇▇▇▇ Parties with respect to Voting Securities now or hereafter owned by them; (x) enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case, other than (A) this Agreement, (B) solely with Affiliates of the ▇▇▇▇▇▇▇ Parties or (C) granting proxies in solicitations approved by the Board; (xi) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) 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 and would, in the aggregate or individually, result in the ▇▇▇▇▇▇▇ Parties ceasing to have a “net long position” in the Company; (xii) sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Common Stock held by a Restricted Person to any Third Party; (xiii) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company, its controlled Affiliates or any of its or their subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 9, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights or (E) responding to or complying with validly issued legal process; (xiv) enter into any negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or (xv) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case, publicly or that would reasonably be expected to result in a public announcement or disclosure of such request or proposal. The restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (A) any material breach of this Agreement by the Company (including a failure to appoint the New Director to the Board in accordance with Section 1(a)) upon five (5) business days’ written notice by any of Directorsthe ▇▇▇▇▇▇▇ Parties to the Company if such breach has not been cured within such notice period, Chairman provided that the ▇▇▇▇▇▇▇ Parties are not in material breach of this Agreement at the time such notice is given or Chief Executive Officerduring the notice period; (B) the Company’s entry into (x) a definitive agreement with respect to any Change of Control Transaction (other than a Change of Control Transaction to effectuate the previously announced separation of the Company’s Automation and Aerospace Technologies businesses or spin-off of the Company’s Advanced Materials business (each, an “Optimization Transaction” and collectively, the “Optimization Transactions”); (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets (excluding, for the avoidance of doubt, acquisitions of equipment or facilities in ordinary course business operations) having an aggregate value exceeding 25% of the market capitalization of the Company or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 30% of the Common Stock (including on an as-converted basis, and including other Voting Securities with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)); and (C) the commencement of any tender or exchange offer (by any person or group other than the ▇▇▇▇▇▇▇ Parties or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its stockholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated by the SEC under the Exchange Act in response to the commencement of any tender or exchange offer). A. acquire or agreeNotwithstanding anything to the contrary in this Agreement, offer, seek or propose to acquire, ownership nothing in this Agreement (including, but not limited to, beneficial ownership as defined the restrictions in Rule 13d-3 under the Exchange Actthis Section 2(c)) of more than 1% of any class of voting securities issued by the other Company, will prohibit or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to restrict any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make Restricted Persons from (I) making any public or private statement or announcement with respect to any Extraordinary Transaction (other than an Extraordinary Transaction to effectuate any of the foregoing. provided Optimization Transactions) that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued publicly announced by the management Company or a Third Party that is party to such Extraordinary Transaction, (II) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (III) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the respective Companies ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the provisions terms of the custody or prime brokerage agreement(s), as applicable, (IV) negotiating, evaluating and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company or (V) providing its views privately to any members of the Board, the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel, Senior Vice President of Portfolio Transformation, or any member of the Company’s investor relations team regarding any matter, or privately requesting a waiver of any provision of this agreementAgreement, and (ii) if a as long as such private communications or requests would not reasonably be expected to require public disclosure of such communications or requests by the Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more any of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Restricted Persons.

Standstill. For a period Subject to Section 6.3, the Investor hereby agrees that, without the prior approval of three the Company, the Investor shall not, and shall not permit any controlled Affiliate to, (3except as contemplated by this Agreement or as approved or invited by the Company): (a) years from acting alone or with others, acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase, merger, business combination or in any other manner, any voting equity securities of the date hereofCompany if, each after such acquisition, the Investor, together with its controlled Affiliates, would own more than the Threshold; provided that any investment by the Investor or an Affiliate of the Investor, or any of their respective pension or employee benefit plans, in third-party mutual funds or other similar passive investment vehicles that hold interests in securities of the Company agrees that or any of its Affiliates shall not be taken into account for the purpose of this subparagraph (a) or otherwise prohibited by this Section 6.1 (provided that, neither it the Investor nor any of its affiliates controlled Affiliates shall request or direct that the trustee or other administrator of any such plans, funds or other similar passive investment vehicles acquire equity securities of the Company); (b) engage in any “solicitation” of “proxies” (as defined such terms are used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance rules promulgated by the other Company's Board Commission) to vote any voting equity securities of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or seek to advise or influence any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents Person with respect to the voting of any voting equity securities of the Company (other Company; E. enter into any discussions, negotiations, arrangements or understandings than in connection with any third party with respect to any the election of the foregoing; Investor Designee); (c) form, join or F. seek or request permission to do in any way participate in a “group” as defined in Section 13(d)(3) (a “13D Group”) of the Exchange Act, in connection with any of the foregoing clauses (a) and (b) (other than a 13D Group that includes only the Investor and its Affiliates or seek that relates to the Investor Designee); (d) publicly disclose any permission intention, plan or arrangement inconsistent with the foregoing clauses (a) through (c); or (e) enter into any agreement or any arrangement with any other Person in connection with intentionally facilitating any transaction that is restricted by clauses (a) through (c); provided that, notwithstanding anything in this Agreement to make any public announcement with respect to any of the foregoing. provided that contrary, (x) the Investor and its Affiliates shall not be prohibited or restricted from making (i) it is understood that any confidential offers or proposals to the Company’s board of directors or engaging in negotiation or discussions with the Company with respect thereto or (ii) any confidential request for the Company or its board of directors to waive, amend or provide a release of any provision of this Section 6.1 (whether or not in connection with such offer or proposal), (y) the Investor and its Affiliates may vote their shares of Common Stock in any manner they wish and (z) the provisions of this paragraph Section 6.1 shall not, and are not prohibit intended to, (i) restrict the ongoing manner in which any Investor Designee may (A) vote on any matter submitted to the Company’s board of directors, (B) participate in deliberations or discussions continuing to be pursued by the management of the respective Companies Company’s board of directors (including making suggestions or raising issues to the Company’s board of directors) in accordance with his or her capacity as a member of the provisions Company’s board of this agreementdirectors, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Company’s board of directors or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Company’s board of directors, (ii) if a Company enters into a definitive agreement with a third party pursuant prohibit or restrict the Investor or its Affiliates from responding to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more any inquiries from any stockholders of the common stock Company as to such Person’s intention with respect to the voting or other equity intereststhe tendering of its Common Stock, assets (iii) restrict the Investor or earning power of such other its Affiliates from taking any action they deem necessary to cause the Investor Designee to be elected to the Company, then the other Company shall be permitted to contact privately the chairman of the ’s board of directors of such Company (or any person 2 3 designated committee thereof or causing or effecting the issuance and acquisition of the Additional Shares, (iv) prohibit the Investor or its Affiliates from acquiring Company Securities issued by such chairmanway of a Stock Event or which are issued to its directors, (v) and submit to such chairman prohibit the Investor or other person an offer to acquire Voting Securities its Affiliates from selling their shares of Common Stock or assets of such Company and/or a request to negotiate (vi) prohibit the Investor or its Affiliates from complying with such Company with respect to such offer. 7applicable Law.

Standstill. For (a) During the Standstill Period, except as provided in Section 7.1(b), and except in respect of the transactions contemplated by this Agreement and by the Merger Agreement, the Purchaser individually or as part of a period of three (3) years from the date hereof, each Company agrees that neither it nor any of its affiliates “group” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (collectively, the “Standstill Entity”) agrees that such Standstill Entity will (nor will it assistnot, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone nor will it authorize or direct any of its officers, employees, agents and other representatives to, in concert with otherseach case, unless specifically requested in writing in advance consented to by the other Company's Board of DirectorsDirectors of the Company: (i) form, Chairman join, or Chief Executive Officer. A. in any way participate as a member of a “group” (as defined in the Exchange Act) with any other Person (other than its Affiliates or any other member of the Standstill Entity) with respect to any of the actions described in clauses (ii) through (vi) of this Section 7.1(a); (ii) other than with respect to the Shares and as permitted under ARTICLE VI, acquire or agree, offer, seek or propose to acquire, or cause to be acquired, beneficial ownership of, any equity securities or property of the Company or any of its subsidiaries, or any options, warrants or other rights (including, but not limited towithout limitation, beneficial ownership as defined in Rule 13d-3 under the Exchange Actany convertible or exchangeable securities) of more than 1% of to acquire any class of voting such securities issued (except pursuant to a stock dividend, stock split, reclassification, recapitalization or other similar event by the other CompanyCompany that does not increase the percentage ownership of the outstanding shares of Company Common Stock held by such Standstill Entity); (iii) seek to propose or propose, whether alone or in concert with others, any rights or options to acquire such ownership (including from a third party); B. propose a tender offer, exchange offer, merger, consolidation business combination, restructuring, liquidation, dissolution, recapitalization or similar transaction involving the other Company; C. offer; (iv) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) with respect to the voting of any securities of the Company or seek to advise or influence any Person with respect to the voting of any securities of the Company; (v) nominate any Person as a director of the Company’s Board of Directors, propose any matter to purchasebe voted upon by the shareholders of the Company or seek to call a meeting of the shareholders of the Company that is inconsistent with the terms of this Section 7.1, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies Board of Directors of the other Company; or (vi) take any action with respect to or publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing. (b) Nothing contained in Section 7.1(a) shall be deemed in any way to prohibit or limit any transactions in the ordinary course of business and on arm’s length terms between the Company or to obtain representation and any of its subsidiaries, on the one hand, and the Purchaser and its Affiliates, on the other Company's Board of Directorshand, or solicit in any way limit the full voting rights or participate in the solicitation of any proxies or consents with respect to the securities free transferability of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any Shares. The restrictions set forth in this Section 7.1 shall terminate and be of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that no further force and effect if (i) it the Merger Agreement is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing terminated pursuant to be pursued by the management Section 8.1(e)(i) [Company Material Breach], Section 8.1(e)(ii) [Company Change in Recommendation] or Section 8.1(d)(ii) [Superior Proposal] of the respective Companies in accordance with the provisions of this agreementMerger Agreement, and (ii) if a the Company receives the Parent Termination Fee, (iii) the Company enters into into, or publicly announces that it plans to enter into, a definitive agreement with respect to a third party pursuant to which such third party will make a tender transaction involving more than 50% of the Company’s equity securities or exchange offer for, all or otherwise acquire substantially all of the Company’s assets (whether by merger, consolidation, purchase business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance, or otherwise), (iv) 50% the Company files for bankruptcy protection, liquidation or more other insolvency proceedings or (v) any third party commences a bona fide takeover bid or tender or exchange offer for not less than a majority of the common stock or other outstanding voting equity interests, assets or earning power of such other the Company and the Company, then the other Company shall be permitted to contact privately the chairman in a formal filing under applicable securities legislation, recommended acceptance, of or, after consideration of the board of directors of such Company (takeover bid or any person 2 3 designated by such chairman) and submit to such chairman tender or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company exchange offers, states that it remains neutral with respect to to, such takeover bid or tender or exchange offer. 7.

Standstill. For Until the Termination Date, except as otherwise provided in this Agreement, without the prior written consent of the Board, Voce shall not, and shall instruct its Affiliates, not to, directly or indirectly (in each case, except as permitted by this Agreement): (a) (i) acquire, offer or seek to acquire, agree to acquire or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a period of three (3) years from the date hereofpro rata basis), each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying voting securities which would result in the ownership or control of, or other beneficial ownership interest in, 9.5% or more than of the then-outstanding shares of the Common Stock in the aggregate (the “Ownership Cap”); or (ii) sell its shares of Common Stock, other than in open market sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, to any Third Party that, to Voce’s knowledge, would result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time or would increase the beneficial ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time; (b) (i)nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Shareholder Meeting at which the Company’s directors are to be elected; (ii)submit, initiate, make or be a proponent of any shareholder proposal for consideration at, or bring any other business before, any Shareholder Meeting; (iii)knowingly initiate, encourage or participate in any solicitation of proxies in respect of any proposal for consideration at, or other business brought before, any Shareholder Meeting; or (iv)knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Shareholder Meeting; (c) form, join or in any way participate in any group or agreement of any kind with respect to any voting securities of the Company, including in connection with any election or removal contest with respect to the Company’s directors or any other proposal or business brought before any Shareholder Meeting (other than with Voce or one or more of their Affiliates and Associates who are required to comply by the terms and conditions of this Agreement); (d) deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, arrangement or agreement solely among members of Voce and otherwise in accordance with this Agreement); (e) seek publicly, alone or in concert with others, unless specifically requested to amend any provision of the Memorandum of Association or the Bye-Laws; (f) demand an inspection of the Company’s books and records; (g) (i) make any public proposal with respect to, (ii) make any public statement or otherwise seek to encourage, advise or assist any person in writing in advance by the other Company's Board of Directorsso encouraging or advising, Chairman or Chief Executive Officer. A. acquire (iii) effect or agreeseek to effect, offer, seek offer or propose to acquireeffect, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Companycause or participate in, or in any rights way knowingly assist or options facilitate any other person to acquire such ownership (including from a third party); B. propose a mergereffect or seek, consolidation or similar transaction involving the other Company; C. offer, seek offer or propose to purchaseeffect or participate in with respect to: (A) any change in the identity, lease number or otherwise acquire all term or a substantial portion directors serving on the Board or the filling of any vacancies on the assets of Board, (B) any change in the management, business, strategy, governance, capitalization, dividend policy, corporate structure, affairs or other Company; D. seek or propose to influence or control the management or policies of the other Company or (C) any Extraordinary Transaction; provided, however that the foregoing shall not be deemed to obtain representation on restrict Voce from having private discussions with management or the other Company's Board of Directorsif such communications are not publicly disclosed and would not result in public disclosure by Voce, or solicit its Affiliates or participate in Associates, or reasonably be expected to require public disclosure by the solicitation of Company; (h) enter into any proxies negotiations, agreements or consents understandings with any Third Party with respect to the securities of the other Company; E. enter into foregoing, or advise, assist, encourage or seek to persuade any discussions, negotiations, arrangements or understandings with Third Party to take any third party action with respect to any of the foregoing; , or F. seek otherwise take or request permission to do cause any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided ; (i) publicly make or in any way advance publicly any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement; or (j) take any action challenging the validity or enforceability of this Section 3 or this Agreement unless the Company is challenging the validity or enforceability of this Agreement; provided, however, that (i) it is understood that the provisions of restrictions in this paragraph Section 3 shall not prohibit the ongoing discussions continuing to be pursued prevent Voce from making (A) any factual statement as required by the management any Legal Requirement (so long as such Legal Requirement did not arise as a result of action by any of the respective Companies in accordance with members of Voce) or (B) any confidential communication to the provisions of this agreement, Company that would not be reasonably expected to trigger public disclosure obligations for either Party; and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer forthe restrictions in this Section 3 shall not restrict Voce from tendering shares, receiving payment for shares or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more participating in any such transaction on the same basis as the other shareholders of the common stock Company or other equity interestsfrom participating in any such transaction that has been approved by the Board, assets or earning power of such other Company, then subject to the other Company terms of this Agreement. For the avoidance of doubt, nothing in this Section 3 shall be permitted deemed to contact privately limit the chairman exercise in good faith by the Independent Designees of their fiduciary duties in their capacity as a director of the board Company. For the avoidance of directors of doubt, nothing in this Agreement shall restrict or prohibit Voce from making public its views on any matter so long as such Company (communications do not violate the restrictions set forth in this Section 3 above or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Section 4 below.

Standstill. For a period of three (3) years from During the date hereofStandstill Period, each Company agrees that neither it GF Canco nor any member of its affiliates the GF Group shall, without the prior written consent of ▇▇▇▇▇▇▇: (as defined in Rule 12b-2 under the Securities Exchange Act of 1934a) acquire, as amended (the "Exchange Act")) will (nor will it assistagree to acquire or make any proposal or offer to acquire, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone ownership of (or control or direction over) any issued and outstanding Common Shares and/or any issued and outstanding securities convertible or exchangeable into Common Shares (a “Share Transaction”) if such Share Transaction would result in concert with othersthe GF Group collectively having, unless specifically requested directly or indirectly, beneficial ownership of (or control or direction over) more than the Closing Ownership Interest; provided, however that nothing contained in writing in advance by this Agreement shall prohibit or restrict any member of the other Company's GF Group from (i) submitting any proposal or offer to the Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, directly or indirectly, all of the issued and outstanding Common Shares by way of a take-over bid (as defined under Canadian Securities Laws), plan of arrangement, amalgamation or other transaction, or (ii) acquiring or agreeing to acquire, directly or indirectly, all of the issued and outstanding Common Shares by way of a take-over bid, plan of arrangement, amalgamation or other transaction that is supported by the Board; (b) acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, ownership of (or control or direction over) any material property or assets of ▇▇▇▇▇▇▇, other than pursuant to any agreement entered into between any member of the GF Group and ▇▇▇▇▇▇▇ or any of its Affiliates; (c) propose to ▇▇▇▇▇▇▇, the shareholders of ▇▇▇▇▇▇▇, the Board or any other person, or effect or seek to effect, any amalgamation, merger, arrangement, business combination, reorganization or restructuring or liquidation with respect to ▇▇▇▇▇▇▇ (other than as permitted by Section 5.1(a)); (d) solicit proxies from shareholders of ▇▇▇▇▇▇▇, or form, join, support or participate in a group to solicit proxies from shareholders of ▇▇▇▇▇▇▇, for any purpose (including, but not limited towithout limitation, beneficial ownership as defined in Rule 13d-3 under for the Exchange Actpurpose of replacing members of the Board) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose attempt to influence the conduct of ▇▇▇▇▇▇▇’▇ shareholders; (e) assist, advise or control the management or policies of the encourage any other Company or person to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to effect any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to or (f) make any public announcement with respect to to, or take any action in furtherance of, any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to , except as may be pursued required by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Applicable Law.

Standstill. For a period Without the prior approval of three (3) years the Company, from the date hereofClosing Date until the twenty-four (24) month anniversary of the Closing Date, each Company the Investor agrees that neither it nor any of will not, and will cause its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934Affiliates to not, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly: (a) purchase, acting alone offer to purchase, or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman agree to purchase or Chief Executive Officer. A. otherwise acquire or agree, offer, seek or propose to acquire, beneficial ownership (including, but not limited to, beneficial ownership as defined determined in accordance with Rule 13d-3 and Rule 13d-5 under the Exchange Act) of more than 1% of any class of voting securities issued by the other CompanyCommon Stock, or any rights securities convertible or options exchangeable into Common Stock, excluding any shares of Common Stock acquired pursuant to acquire the Transaction Agreements; (b) make, or participate in, any solicitation of proxies to vote any voting securities of the Company or any of its subsidiaries, or propose to change or control the management or board of directors of the Company by use of any public communication to holders of securities intended for such ownership purpose; provided, however, that nothing in this Section 10.2 shall limit the Investor’s ability to vote or transfer (subject to Section 10.1) its Common Stock; (c) make a public proposal for a change of control transaction, including from a third party); B. propose a merger, consolidation or similar other business combination transaction involving or tender offer related thereto, of the other Company or any of the Company; C. offer’s subsidiaries, seek or propose to purchase, lease or otherwise acquire the purchase of all or a substantial portion substantially all of the securities of the Company or the assets of the Company and its subsidiaries; (d) knowingly encourage, accept, or support a tender, exchange, or offer proposal by any Person other than the Investor, the consummation of which would result in a Change of Control of the Company; D. seek or (e) Notwithstanding the foregoing restrictions, this Section 10.2 shall terminate and be of no further force and effect in the event of (i) a tender offer or propose to influence or control exchange offer by a Person other than the management or policies of Investor that has not been rejected by the other Company or to obtain representation on the other Company's ’s Board of Directors, and if consummated, would constitute a Change of Control of the Company, (ii) an issuer tender offer by the Company, or solicit or participate (iii) the Company publicly announces a definitive agreement to consummate an Acquisition Transaction; provided, this Section 10.2 shall be reinstated and apply in full force according to their terms if any event set forth in this Section 10.2, which resulted in the solicitation termination of any proxies this Section 10.2 is not completed or consents with respect to the securities if such announced transaction is abandoned and no similar transaction has been announced and not abandoned. Upon reinstatement of the other Company; E. enter into any discussionsprovisions of Section 10.2, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph Section 10.2 shall not prohibit continue to govern in the ongoing discussions continuing to be pursued by the management event that any of the respective Companies events described in accordance with the provisions this Section 10.2 shall occur. Notwithstanding any other provision of this agreementSection 10.2, and (ii) if a Company enters into a definitive agreement with a third party pursuant the Investor shall have the right to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more non-public proposal directly to the Chief Executive Officer of the common stock Company for an Acquisition Transaction or other equity interests, assets or earning power a tender offer involving a Change of such other Company, then the other Company shall be permitted to contact privately the chairman Control of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Company.

Standstill. For a period Each member of three (3) years from the date hereof, each Company Shareholder Group agrees that neither other than as may be required by applicable law, order or regulation, during the Standstill Period, he or it nor will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to: (a) acquire, offer to acquire or agree to acquire, alone or in concert with any other individual or entity, by purchase, tender offer, exchange offer, agreement or business combination or any other manner, beneficial ownership of any securities of the Company or any securities of any Affiliate of the Company, if, after completion of such acquisition or proposed acquisition, such party would beneficially own, or have the right to acquire beneficial ownership of, more than 9.99% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act); (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by this Agreement; (c) 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 Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section ‎3(d) hereof or acquired in the future (subject to the limitations set forth in Section ‎8(a) hereof) or to the extent such a group may be deemed to result with the Company or any of its affiliates Affiliates as a result of this Agreement; (d) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to the Common Stock, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting, any shares of Common Stock with respect to any matter, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined in Rule 12b-2 or used under the Securities Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of 1934all of the nominees of the Board at any shareholder meeting; (e) call, as amended seek 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 (the "Exchange Act")or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) will (nor will it assistor otherwise acting alone, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by seek to control or influence the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management governance or policies of the other Company Company, except as expressly permitted by this Agreement; (f) effect or seek to obtain representation on the other Company's Board of Directorseffect (including, or solicit or participate in the solicitation of any proxies or consents with respect to the securities of the other Company; E. enter without limitation, by entering into any discussions, negotiations, arrangements agreements or 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 cause or participate in (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; (g) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section ‎7 hereof or this Section ‎8, or otherwise seek (in any manner that would require public disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (h) publicly disparage any member of the Board or management of the Company, provided that this provision shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure; (i) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person that engages, or offers or proposes to engage, in any of the foregoing; or (j) take or F. seek cause or request permission induce or assist others to do take any of the foregoing or seek any permission to make any public announcement action inconsistent with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company. For a period of three (3) two years from the date hereofof this Agreement, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934you will not, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting and you will cause any person or entity controlled by you not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its affiliates, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the ▇▇▇▇ ▇▇▇) with respect to any voting securities of the Company or any of its affiliates, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in FLIR Systems, Inc. March 17, 2010 any other person that engages, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, you shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company), (vi) otherwise act, alone or in concert with others, unless specifically requested in writing in advance by to seek to control or influence the other Company's management, Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management Directors or policies of the other Company Company, (vii) disclose any intention, plan or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents arrangement inconsistent with respect to the securities of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek (viii) advise, assist or encourage any permission to make any public announcement other persons in connection with respect to any of the foregoing. provided that Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (ix) it is understood that request the provisions Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph shall not prohibit (including this sentence), (y) take any action which might require the ongoing discussions continuing Company or any of its affiliates to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender public announcement regarding this Agreement or exchange offer for, or otherwise acquire (by the possibility of a merger, consolidation, purchase or otherwise) 50% or more of the common stock business combination or other equity interestssimilar transaction, assets including, without limitation, a Transaction or earning power (z) communicate with the Company’s shareholders regarding the subject matter of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7this Agreement.

Standstill. For (a) Each of the LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties (each of the LGP Group, the Castik Group, the Partners Group Investor Parties and the NGB Investor Parties, a period “Group”; provided that for the avoidance of three (3doubt, none of the Onex Investor Parties, Baring Investor Parties or ▇▇▇▇▇▇▇▇▇ Parties shall be a member of any Group) years agrees with the Company that, from the date hereofhereof until the time set forth in paragraph ‎(c), each Company agrees that neither it nor shall not, and shall cause its controlled Affiliates (for the avoidance of doubt, controlled Affiliates shall not be deemed to include any of Group’s co-investors over which it does not exercise control) and any investment funds or vehicles controlled, managed or advised by its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934respective Sponsor not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting without the prior written consent of the Company, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any Company Securities or assets of the Company or any of its Subsidiaries, (ii) make any public announcement with respect to, or offer, seek, propose, indicate an interest in (in each case, with or without conditions) or enter into, any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the assets, properties or securities of the Company or any of its Subsidiaries, or any other extraordinary transaction involving the Company or any of its Subsidiaries 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, (iii) make, or in any way participate or engage in, any solicitation of proxies (whether or not relating to the election or removal of directors) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (iv) deposit any Company Securities in any voting trust or similar arrangement or subject any Company Securities to #93427126v13 any agreement, arrangement or understanding with respect to the voting of any Company Security, including the grant of any proxy with respect to the voting of any Company Security, (v) demand a copy of the stock ledger list of shareholders or any other books and records of the Company, (vi) otherwise act, alone or in concert with others, unless specifically requested to seek to control or influence, in writing any manner, the management, Board or policies of the Company or any of its Subsidiaries, (vii) form, join or in advance by any way participate in a “group” (within the other Company's Board meaning of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under Section 13(d)(3) of the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the any voting securities of the Company (other Companythan pursuant to this Agreement and the transactions contemplated hereby), (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; E. (ix) take any action that would, in effect, require the Company to make a public announcement regarding the possibility of a transaction or any of the events described in this ‎Section 4.01(a), (x) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements or understandings with any third party other Persons in connection with the foregoing, (xi) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this ‎Section 4.01(a), (xii) contest the validity of this ‎Section 4.01(a) or make, initiate, take or participate in any action or proceeding (legal or otherwise) or proposal to amend, waive or termination any provision of this ‎Section 4.01(a), (xiii) enter into any agreement, arrangement or understanding with respect to any of the foregoing; foregoing or F. seek (xiv) knowingly encourage or request permission knowingly facilitate others to do any of the foregoing or seek any permission foregoing. (b) Subject to make any public announcement with respect Section 4.02, notwithstanding anything to any of the foregoing. provided that contrary in this Agreement, (i) it is understood that the provisions of prohibitions in this paragraph Section 4.01 shall not prohibit affect any Group’s ability to hold or vote the ongoing discussions continuing to be pursued Company Securities held by the management of the respective Companies in accordance with the provisions of such Group or any Group’s rights under this agreementAgreement, and (ii) the prohibitions in this Section 4.01 shall not affect the ability of any LGP Investor Designee to vote or otherwise exercise his or her fiduciary duties as a director on the Board, (iii) and the prohibitions in this Section 4.01 shall immediately terminate without further force or effect and each Group shall be released from compliance therewith if the Company (A) institutes a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer forvoluntary proceeding, or otherwise acquire (by mergerbecomes the subject of an involuntary proceeding which involuntary proceeding is not dismissed within 60 days, consolidationunder any bankruptcy act, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (insolvency law or any person 2 3 designated by law for the relief of debtors, (B) has a receiver appointed to manage its affairs, which appointment is not dismissed, vacated or stayed within 60 days, (C) executes a general assignment for the benefit of creditors or (D) determines in its discretion to terminate this Section 4.01. (c) The prohibitions in Section 4.01(a) shall cease to apply to a Group on the date such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7Group’s aggregate Percentage Interest is less than 5%.

Standstill. For a period of three (3a) years from the date hereofSubject to Sections 4.1(b), 4.1(c) and 4.4, each Company of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that neither it nor any during the Standstill Period, without the prior written approval of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act Company, such Person shall not, and shall cause each member of 1934the WLR Group not to, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting act alone or in concert with othersany other Person or group to, unless specifically requested in writing in advance directly or indirectly: (i) acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other group, through the use of a derivative instrument or voting agreement, or otherwise, (x) without the prior consent of a representative of the Company who has been authorized by the Board to approve or disapprove such transactions on behalf of the Company generally, debt securities of the Company or (y) Beneficial Ownership of Voting Stock, except that members of the WLR Group may (A) Beneficially Own the Warrants and the shares of Underlying Common Stock, (B) acquire Beneficial Ownership of additional shares of Common Stock pursuant to Sections 6.2 and 6.3, and (C) acquire Beneficial Ownership of additional shares of Common Stock representing in the aggregate not more than 3.4% of the Total Current Voting Power; (ii) (A) solicit or participate in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) with respect to any Voting Stock or (B) seek to advise or influence any Person with respect to the voting of any Voting Stock (other than in accordance with and consistent with the recommendation of the Board); provided, that the limitation contained in this clause (ii) shall not apply to any proposal recommended by the Board to be voted on by the Company's Board ’s shareholders that is not first publicly proposed by any member of Directorsthe WLR Group; (iii) deposit any Voting Stock or any Convertible Securities in a voting trust or, Chairman except as otherwise provided or Chief Executive Officer. A. acquire contemplated herein or agreethe Warrant Agreement, offersubject any Voting Stock to any arrangement or agreement with any Person with respect to the voting of such Voting Stock, seek other than any such trust, arrangement or agreement the only parties to, or beneficiaries of, which are members of the WLR Group, the terms of which do not require or expressly permit any party thereto to act in a manner inconsistent with this Agreement; (iv) form, join or participate in a group (other than a group comprised solely of other members of the WLR Group) with respect to any Voting Stock or Convertible Securities; provided, however, such Person shall not be deemed to have formed, joined or participated in a group with another Person solely as a result of one or more Persons selling Registrable Securities under Article 5; (v) effect or seek, offer or propose to acquireeffect any Change of Control of the Company or any recapitalization, ownership restructuring, liquidation, dissolution or other transaction with respect to the Company or any of its Subsidiaries or Affiliates; provided, however, nothing herein shall prohibit any member of the WLR Group from taking any such action if such offer or proposal (including, but not limited to, beneficial ownership as defined A) is specifically requested to be made in Rule 13d-3 under writing by the Exchange ActBoard prior to the making off such offer or proposal or (B) where such action is comprised solely of more than 1% discussions with or proposals to the Board and senior executives of the Company on a confidential basis; (vi) authorize any representative of any class member of voting securities issued by the WLR Group to be named as a director candidate on a proxy or ballot of any other Person relating to a matter to be voted on at a meeting of the Company’s shareholders, other than the proxy or any rights ballot of the Company with the recommendation of the Board; (vii) otherwise effect or options to acquire such ownership (including from a third party); B. propose a mergerseek, consolidation or similar transaction involving the other Company; C. offer, seek offer or propose to purchaseeffect control of, lease or otherwise acquire all or a substantial portion of influence over, the assets of the other Company; D. seek or propose to influence or control the management management, Board or policies of the other Company Company, its Subsidiaries or controlled Affiliates or to obtain representation on the other Company's Board of Directorspublicly seek a waiver, amendment or solicit or participate in the solicitation modification of any proxies provision of this Section 4.1(a); provided, however, that no action by the Board Designee (solely in his or consents with respect her capacity as such) shall be deemed to violate this Section 4.1(a)(vii) and nothing herein shall prohibit any member of the WLR Group from taking any such action if such action (A) is specifically requested to be made in writing by the Board prior to the securities taking of such action or (B) where such action is comprised solely of discussions with or proposals to the Board and senior executives of the Company on a confidential basis; (viii) call or join with any other Person (other than the Board) in calling any special meeting of the shareholders of the Company; E. enter into or (ix) otherwise (A) take any discussions, negotiations, arrangements or understandings with any third party with respect action that would reasonably be expected to any of compel the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission Company to make any a public announcement with respect to regarding, (B) publicly disclose any of the foregoing. provided intention, plan or arrangement that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreementinconsistent with, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.or

Standstill. For Intel agrees that, notwithstanding any right of first refusal, preemptive right or other right of Intel to acquire securities of the Company (pursuant to the Investor Rights Agreement or otherwise), unless approved by a period majority of three the disinterested members of the Board (3) years from the date hereoffor purposes of this provision, each Company agrees that any Intel Designee shall not be deemed “disinterested”), which consent may be withheld in such members’ sole and absolute discretion, neither it Intel nor any of its affiliates (as defined Affiliates will in Rule 12b-2 under the Securities Exchange Act of 1934any manner, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in: (1) any acquisition of, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) or any rights decoupled from the underlying securities of the Company that would result in Intel (together with its Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in more than 18% or, following the IPO, 20% of the Company’s then‑current Fully Diluted Capitalization at such time; (2) any acquisition of any assets, indebtedness or businesses of the Company or any of its subsidiaries or Affiliates, including any exclusive license of all or substantially all of the Company’s intellectual property; (3) any tender or exchange offer, merger, consolidation, acquisition, or other business combination, involving the Company, any of the subsidiaries or Affiliates or assets of the Company or the subsidiaries or Affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or Affiliates, (4) any recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”); (5) any “solicitation” of proxies (as such terms are used in the proxy rules of the Securities and Exchange Commission but without regard to the exclusion set forth in Rule 14a‑1(l)(2)(iv) of the Exchange Act) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any of its Affiliates; (ii) form, join, or in any way participate in any Group (as such term is defined in Section 13(d)(3) of the Exchange Act) with respect to any securities or assets of the Company or otherwise act in concert with any Person in respect to such securities or assets (including by exclusive license); (iii) otherwise act, alone or in concert with others, unless specifically requested in writing in advance by to seek representation on or to control or influence the other Company's management, Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree, offer, seek or propose to acquire, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of DirectorsBoard; provided however that this subsection (iii) shall not (x) limit the Intel Designee in fulfilling his or her fiduciary duties as a director in his or her good faith judgment or (y) preclude Intel from engaging in Negotiated Transaction Discussions with the Company as provided below or, if otherwise permitted by the proviso below, commencing a Permitted Tender Offer (as defined below); (iv) take any action which would or solicit or participate in would reasonably be expected to force the solicitation of Company to make a public announcement regarding any proxies or consents with respect to the securities of the other types of matters set forth in Section 3(a)(i) above; provided however that this subsection (iv) shall not preclude Intel from engaging in Negotiated Transaction Discussions with the Company as provided below or, if otherwise permitted by the proviso below, commencing a Permitted Tender Offer; (v) propose any matter to be voted upon by the stockholders of Company; E. provided however that this subsection (v) shall not (x) limit the Intel Designee in fulfilling his or her fiduciary duties as a director in his or her good faith judgment or (y) preclude Intel from engaging in Negotiated Transaction Discussions with the Company as provided below or, if otherwise permitted by the proviso below, commencing a Permitted Tender Offer; (vi) enter into any discussions, negotiations, formal or informal discussions or arrangements or understandings with any third party party, other than discussions with representatives of Intel or arrangements with Intel’s controlled Affiliates, with respect to any of the foregoing; or F. seek or request permission provided, that, Intel shall not be prohibited from Negotiated Transaction Discussions; provided further that, in the event that in connection with Negotiated Transaction Discussions following an IPO, Intel shall have made to do any the Board a bona fide, good faith, non‑coercive, comprehensive, binding written offer that (w) provides for the acquisition of 100% ownership of the foregoing Company, whether by merger, tender offer or seek any permission to make any public announcement with respect otherwise, (x) treats all stockholders equally (subject only to any required liquidation preference or similar rights in the Company’s certificate of incorporation) and otherwise in a non‑coercive manner, (y) includes a bona fide, objectively reasonable control premium in the circumstances of the foregoing. provided Company at that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreementtime, and (iiz) if provides the Board adequate time, but in any event not less than fifteen (15) Business Days (the “Evaluation Period”), to evaluate the proposal, negotiate the terms thereof and consider and develop alternatives and otherwise exercise its fiduciary duties (such an acquisition proposal meeting the conditions of clauses (w)‑(z), a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman“Qualified Acquisition Proposal”) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such shall have negotiated (for its part) in good faith with the Company and/or a request to negotiate with such Company and the Board with respect to such Qualified Acquisition Proposal, and the Board shall have rejected such Qualified Acquisition Proposal (or not accepted it after the lapse of at least five (5) Business Days since the last version of such offer. 7) and the Evaluation Period shall have lapsed, Intel may, consistent with applicable securities laws, engage in a tender offer to the Company’s stockholders on terms no less favorable (in any respect) to the Company and its security holders than set forth in the Qualified Acquisition Proposal, commenced within thirty (30) Business Days of such rejection (or deemed rejection) of the Qualified Acquisition Proposal (a “Permitted Tender Offer”).

Standstill. For a period of three (3) years from During the date hereofStandstill Period, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) Investors and their Affiliated Transferees shall not directly or indirectly, nor shall the Investors or their Affiliated Transferees authorize or direct any of their respective representatives (excluding directors who represent any Investor on the Board acting alone or in concert with otherstheir capacity as members of the Board) to, in each case unless specifically requested authorized to do so or consented to in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. the Company: a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, beneficial ownership of any voting stock of the Company or any options, warrants or other rights (including, but not limited towithout limitation, beneficial ownership as defined in Rule 13d-3 under any convertible or exchangeable securities) to acquire any voting stock of the Exchange Act) of more than 1% Company, except pursuant to the Investors' Rights Agreement, the Voting Agreement or upon the exercise of any class options, warrants or other rights (including, without limitation, any convertible or exchangeable securities) held by the Investors; b) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) with respect to the voting of any securities of the Company; provided, however, that the limitation contained in this clause (b) shall not restrict the Investors from communicating their views on any transaction proposed by the Company to the stockholders of the Company; c) deposit any securities of the Company held by such Investor in a voting trust or subject any such securities to any arrangement or agreement with any person; d) form, join, or in any way become a member of a Group (involving parties or entities other than Asia Pacific and/or Vertex, with the understanding that Vertex and any of its affiliates may not form a Group that includes Asia Pacific or any of Asia Pacific's affiliates and that Asia Pacific and any of its affiliates may not form a Group that includes Vertex or any of Vertex's affiliates) with respect to any voting securities issued by of the other Company; e) seek to propose or propose, whether alone or in concert with others, any rights or options to acquire such ownership (including from a third party); B. propose a tender offer, exchange offer, merger, consolidation business combination, restructuring, liquidation, recapitalization or similar transaction involving the other Company; C. offer; f) nominate any person as a director of the Company who is not nominated by the then incumbent directors, seek or propose any matter to purchase, lease or otherwise acquire all or a substantial portion be voted upon by the stockholders of the assets Company, except for nominations of the other Company; D. seek representatives of the Preferred Stock on the Board contemplated by the Voting Agreement and/or the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") to become effective on or propose about the Effective Date; g) seek, either alone or in concert with others, to influence or elect a majority of the directors of the Board in order to control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or participate in the solicitation of any proxies or consents with respect to the ; h) sell securities of the Company to any person (other than an Affiliated Transferee) that is known (without any duty of investigation) by the selling party to be seeking control of the Company; E. enter provided that this clause shall not apply if Hong Chen or ▇▇▇▇ Ya-▇▇▇ ▇▇▇ has sold, or has entered into any discussions, negotiations, arrangements agreement to sell his or understandings with any third her shares of Common Stock to such party with respect to any seeking control of the foregoing; or F. seek or request permission to do any Company; i) sell securities of the foregoing or seek any permission to make any public announcement with respect to any Company constituting more than twenty percent (20%) of the foregoing. Total Voting Power at a price that is more than ten percent (10%) above the then current trading price of the Common Stock as most recently reported in the Wall Street Journal ("Current Price"); provided that (i) it is understood that the provisions of this paragraph clause shall not prohibit apply if Hong Chen or ▇▇▇▇ Ya-▇▇▇ ▇▇▇ has sold, or has entered into any agreement to sell, a majority of his or her shares of Common Stock at a price that is more than ten percent (10%) above the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance Current Price; or j) publicly announce or disclose any intention, plan or arrangement inconsistent with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7foregoing restrictions.

Standstill. For Unless approved by a period majority of three (3) years from the date hereof, each Company agrees that neither it nor any of its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) will (nor will it assist, provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman such majority to include both Independent Directors, neither the Investor and its Affiliates nor Stockholder and his Affiliates shall: (a) In the case of the Investor and its Affiliates, beneficially own more than 2,231,333 shares of Common Stock, except through the exercise and purchase of additional Shares under the Warrants issued to the Investor under the Subscription Agreement, provided, however, that this restriction shall not apply during the time any person or Chief Executive Officer. A. acquire entity unaffiliated with the Investor has, without the prior consent of the Company, commenced and is continuing a tender offer involving the Company's securities or agree, offer, seek or propose to acquire, ownership (including, but not limited made a public announcement with respect to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) and is pursuing, any form of more than 1% of any class of voting securities issued by the other Company, or any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving the other Company; C. offer, seek or propose to purchase, lease or otherwise acquire all or a substantial portion acquisition of the assets Company; (b) Subject to the provisions of the other Company; D. seek this Agreement, make or propose to influence or control the management or policies of the other Company or to obtain representation on the other Company's Board of Directors, or solicit or in any way participate in the any solicitation of proxies to vote, solicit any proxies consent or consents seek to advise or influence any person or entity with respect to the securities voting of Common Stock or become a participant in any election contest with respect to the Company; (c) Form, join or encourage the formation of any "group" within the meaning of Section 13(d)(3) of the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party 1934 Act with respect to any Common Stock; (d) Deposit any Common Stock into a voting trust or subject any such Common Stock to any arrangement or agreement with respect to the voting thereof; (e) Initiate, propose or otherwise solicit the stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act or induce or attempt to induce any other person or entity to initiate any such shareholder proposal; (f) Subject to the provisions of this Agreement, seek election or seek to place a representative on the Board of Directors or seek the removal of any member of the foregoingBoard of Directors; (g) Call or seek to have called any meeting of the shareholders of the Company; (h) Solicit, seek to effect, negotiate with or provide any information to any other party with respect to, or make any statement or proposal, whether written or oral, to the Board of Directors or otherwise make any public announcement (except as required by law or the requirements of any stock exchange) whatsoever with respect to, any form of acquisition or business combination transaction involving the Company or any significant portion of its assets including, without limitation, a merger, tender offer, exchange offer or liquidation, or any restructuring, recapitalization or similar transaction with respect to the Company except in compliance with Section 3(b). hereof; or F. seek or request permission or (i) Encourage any third party to do any of the foregoing or seek any permission to make any public announcement with respect to any of the foregoing. provided that (i) it is understood that the provisions of this paragraph shall not prohibit the ongoing discussions continuing to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock or other equity interests, assets or earning power of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7.

Standstill. For a period Each of three (3) Arcelor and Noble agrees that, until the date which is two years from the date hereof, each Company agrees that neither it nor any will not, whether singly or as part of its affiliates a “group” (as defined in Rule 12b-2 under the US Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) will (nor will it assist), provide or arrange financing to or for others or encourage others to) directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Company's Board of Directors, Chairman or Chief Executive Officer. A. acquire or agree: (a) acquire, offer, seek make a proposal or agree to acquire (whether publicly or otherwise), in any manner, any material assets of the other party or of its subsidiaries or any equity securities of the other party or of its subsidiaries, or “beneficial ownership” thereof (as defined under the Exchange Act), except pursuant to a stock split, stock dividend or similar event not effected pursuant to a violation of this paragraph; (b) make or in any way propose or participate in any “solicitation” of “proxies” to acquire, ownership vote (including, but not limited to, beneficial ownership as such terms are defined in Rule 13d-3 14a-1 under the Exchange Act), solicit any consent or communicate with or seek to advise or influence any person, other than the other party, with respect to the solicitation or voting of any equity security of the other party in opposition to any matter that has been recommended by the board of directors of the other party or in favor of any matter that has not been approved by such board or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) of more than 1% with respect to the other party; (c) form, be a member of, join or encourage the formation of any class group (as so defined) with respect to any equity security of voting securities issued by the other Companyparty or the acquisition of any assets of the other party; (d) deposit any equity security of the other party into a voting trust or subject any such security to any arrangement or agreement with respect to the voting thereof that would cause it to be in violation of any other provision of this paragraph; (e) seek election to or seek to place a representative on the board of directors of the other party otherwise than in connection with, or as contemplated in, the Transaction; (f) call or seek to have called any rights or options to acquire such ownership (including from a third party); B. propose a merger, consolidation or similar transaction involving meeting of the stockholders of the other Companyparty other than by participating as a director of the other party in calling, or seeking to have called, meetings of stockholders generally; C. offer(g) solicit, seek to effect, negotiate with or propose provide any information to purchaseany other person with respect to, lease or make any statement or proposal, whether written or oral, or otherwise acquire make any public announcement or proposal whatsoever with respect to a merger or acquisition of the other party, the sale of all or a substantial portion of the assets of the other Company; D. seek or propose to influence or control party and its subsidiaries, the management or policies liquidation of the other Company or to obtain representation on party, the recapitalization of the other Company's Board of Directors, party or solicit or participate in the solicitation of any proxies or consents a similar business transaction with respect to the securities of other party or take any action that might require the other Company; E. enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or F. seek or request permission to do any of the foregoing or seek any permission to make any a public announcement with respect to any such matter, in each case otherwise than in connection with the Transaction; or (h) instigate, encourage or assist, or enter into any discussions or arrangements with, any other person to do any of the foregoingactions described in this paragraph. provided that (i) it is understood that the provisions of References in this paragraph shall not prohibit to terms defined under the ongoing discussions continuing Exchange Act are intended to be pursued by the management of the respective Companies in accordance with the provisions of this agreement, and (ii) if a Company enters into a definitive agreement with a third party pursuant to which include such third party will make a tender or exchange offer for, or otherwise acquire (by merger, consolidation, purchase or otherwise) 50% or more of the common stock terms or other equity intereststerms of like or similar import under applicable securities laws, assets rules or earning power regulations of such other Company, then the other Company shall be permitted to contact privately the chairman of the board of directors of such Company (or any person 2 3 designated by such chairman) and submit to such chairman or other person an offer to acquire Voting Securities or assets of such Company and/or a request to negotiate with such Company with respect to such offer. 7relevant jurisdictions.)