Common use of Standstill Clause in Contracts

Standstill. (a) During the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. (a) During the Designation Periodperiod (such period, the Stockholder shall not “Standstill Term”) from and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of this Agreement until the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount later of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as fifth (5th) anniversary of the date expiration or earlier termination of the “Term” (as such Transfer term is less than defined in the Section 382 Threshold Price Aventis Collaboration Agreement) and (B) the transferee fifth (5th) anniversary of the expiration or earlier termination of the “Term” (as such term is defined in the Sanofi License and Collaboration Agreement), neither the Purchaser Parties nor any of their respective Affiliates (collectively, the “Standstill Parties”) shall, directly or indirectly (and the Purchaser Parties shall cause their respective Affiliates not to) and will not encourage or assist others to, except as expressly invited in writing by the Company: (a) directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a holder tender, exchange or other offer to acquire Shares of Parent’s Equity Interests who is not a 5 Percent Shareholder prior Then Outstanding Common Stock and/or Common Stock Equivalents, if after giving effect to such Transfer but who acquisition, the Standstill Parties would becomebeneficially own more than the Standstill Limit; provided, however, that notwithstanding the provisions of this Section 4.1(a), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggregate ownership of the Standstill Parties is increased as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder repurchase of any Shares of Then Outstanding Common Stock, Voting Securities stock split, stock dividend or Derivative Securities a recapitalization of Parent that it Beneficially Owns pursuant the Company, the Standstill Parties shall not be required to a tender offer or exchange offer by a third party for dispose of any of their holdings of Shares of Then Outstanding Common Stock even though such securities that is open to all stockholders of Parent and action resulted in all cases subject to Section 4.3 of this Agreementthe Standstill Parties’ beneficial ownership totaling more than the Standstill Limit; (iiib) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or cause to be voted in favor of such person for election to the Company’s Board of Directors any Shares of Then Outstanding Common Stock; (Ac) propose directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) the consummation of which would result in a Change of Control of the Company (an “Acquisition Proposal”); (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any Person or take substantial steps to effect or enter into any business combinationmatter, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock of the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (ive) deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; (f) act in concert with any Third Party to take any action in clauses (a) through (e) above, or form, join or in any way participate in a Group in connection “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act. (g) enter into discussions, negotiations, arrangements or agreements with any Person relating to the foregoing actions referred to in (a) through (e) above; (h) request or propose in writing to the Company’s Board of Directors, any member(s) thereof or any officer of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Company that the Company amend, waive, or consider the amendment or waiver of, any provisions set forth in this Section 4.1; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing mere voting in accordance with Section 6 hereof of any voting securities of the Company held by the Purchaser Parties or their Affiliates shall not restrict the ability constitute a violation of the Stockholder Designees from exercising their fiduciary duties as directorsany of clauses (a) through (g) above.

Standstill. 3.1 For a period of three (a3) During years from the Designation Closing Date (the Standstill Period), the Stockholder shall not Investor will not, and shall will cause its Affiliates not to, without the prior written consent approval of the majority Company or as otherwise provided in this Section 3, directly or indirectly, (x) purchase or acquire Qualified Securities, or (y) commence a Public Offer if, in either case, the consummation of such purchase or acquisition or Public Offer would result in Investor and its Affiliates in the aggregate Beneficially Owning (assuming the exercise, exchange or conversion of all securities exercisable or exchangeable for or convertible into or otherwise giving the holder thereof any rights in respect of Company Voting Securities held by them), directly or indirectly, greater than 18% of the entire Board issued and outstanding Company Voting Securities (assuming the exercise, exchange or conversion of Directors all securities exercisable or exchangeable for or convertible into or otherwise giving the holder thereof any rights in respect of Company Voting Securities held by Investor and its Affiliates) (excluding any representatives the Ownership Limit); provided that no purchase or designees acquisition of Qualified Securities shall be deemed to occur solely due to (a) an exchange of Ordinary Shares for ADS or ADS for Ordinary Shares, a stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting the Company Voting Securities generally, (b) a stock dividend or other pro rata distribution by the Company to holders of the Stockholder)outstanding Company Voting Securities or (c) any other change in the outstanding number of Company Voting Securities; and provided further that nothing in clause (y) above shall prevent Investor or any Affiliate of Investor from communicating with the Company to request permission to make a Public Offer or negotiate the terms of a Public Offer so long as neither the fact that such communication or request has been made or any of the terms thereof or facts with respect thereto are publicly disclosed, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Investor or any of its subsidiaries; Affiliates prior to the time any such Public Offer is publicly announced by the Company and Investor for the first time (Beerste aankondiging) seek election in accordance with the Dutch public offer rules. 3.2 For the avoidance of doubt and notwithstanding anything in Section 3.1 to the contrary, nothing in this Section 3 shall prohibit, limit or restrict Investor and its Affiliates from exercising their respective rights, performing their respective obligations or otherwise consummating the transactions contemplated by this Agreement or the other Transaction Documents, in each case in accordance with the terms thereof. 3.3 Notwithstanding anything in Section 3.1 to the contrary, nothing in this Section 3 shall prohibit Investor or any of its Affiliates from acquiring any Qualified Securities or the securities of any successor to or seek to place person in control of the Company by or through (i) a representative on diversified mutual or pension fund managed by an independent investment adviser or pension plan established for the Board benefit of Directors except pursuant to the rights granted pursuant to Section 6 hereof; Investor’s or any of its Affiliates’ employees or (Cii) solicit proxies any 401(k) or shareholder consents similar bona fide benefit plan maintained for the benefit of employees of Investor or any of its Affiliates (and, in the case of subsections (i) and (ii) of this sentence, any such Qualified Securities shall not be a participant considered Beneficially Owned by Investor for purposes of determining whether the Ownership Limit has been or would be exceeded for any and all purposes of this Agreement); provided that, in each case, neither Investor nor any of its Affiliates shall in any way request or direct that the trustee or other administrator of such solicitation for the purpose of seeking to control plan purchase or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) formacquire any Qualified Securities. Further, join nothing herein shall prevent Investor or participate in a Group in connection with any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another person that Beneficially Owns any Qualified Securities or the foregoing (other than a Group consisting securities of Stockholder and its Affiliates); or (v) make any successor to or cause Parent to make a public announcement regarding any intention person in control of the Stockholder to take an action which would be prohibited by any of the foregoing. Company; provided, however, that (x) such person shall have acquired such Qualified Securities or other securities other than in contemplation of Investor or any of its Affiliates acquiring the foregoing securities of, or entering into any such merger or other business combination with, such person and (y) the Beneficial Ownership of such Qualified Securities or other securities by such person shall not restrict be a primary reason for Investor or any of its Affiliates acquiring the ability securities of, or entering into any such merger or other business combination with, such person. 3.4 The Standstill Period will terminate and the provisions of this Section 3 will no longer be in force and effect in the event that (i) a third party publicly announces (eerste aankondiging) or makes (uitbrengen) a Public Offer, (ii) a third party, or a group of third parties acting in concert, acquires 18% or more of the Stockholder Designees from exercising their fiduciary duties issued and outstanding Qualified Securities, in each case without the consent or recommendation of the management board or supervisory board of the Company, (iii) the Company intends to enter into or publicly announces that it is considering a Business Combination Transaction or a Business Combination Proposal, (iv) the Company enters into a definitive agreement providing for a Business Combination Transaction or (v) the Flu-Mab Agreement and the Innovation Agreement are terminated (other than as directorsa result of a material breach by Investor).

Standstill. (a) During the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without Without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board Board, TRT will not, and will cause each TRT Controlled Party and each of Directors TRT’s and the TRT Controlled Parties’ Representatives (excluding provided, that the restrictions in this Section 3 will not apply to actions of Representatives not acting for or on behalf of TRT or any representatives or designees of the Stockholder)TRT Controlled Party) not to, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, do any of the following during the period beginning on the date of this Agreement and continuing until the Termination Date: (1) acquire, offer or propose to acquire, or agree to acquire (except by way of stock dividends or other distributions), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or otherwise, any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) Voting Securities, if, after giving effect to the Share Acquisition the Stockholder such acquisition, TRT (together with all controlled Affiliates and its Affiliates controlled Associates of TRT) would Beneficially Own less than 34.522% or more of the outstanding shares Voting Securities; provided, however, that neither TRT nor any TRT Controlled Party will be deemed to be in breach of Common Stock, with this provision if the increase in the beneficial ownership of Voting Securities to 22% or more of the outstanding Voting Securities results from a reduction in the number of outstanding shares calculated based on Voting Securities (provided that after such reduction neither TRT nor any TRT Controlled Party becomes the Beneficial Owner of any additional Voting Securities in violation of this Section 3(a)(1) at a time when such parties Beneficially Own 22% or more of the outstanding Voting Securities) or if the Board determines in good faith that the accumulation by TRT or any TRT Controlled Party of Voting Securities in excess of such 22% threshold was inadvertent (provided that TRT or the applicable TRT Controlled Party, as the case may be, will promptly divest a sufficient number of Voting Securities in accordance with Section 4 so that TRT or such TRT Controlled Party would no longer Beneficially Own 22% or more of the Voting Securities then outstanding, it being understood that for the purposes of computing the Beneficial Ownership of TRT or any TRT Controlled Party at the time of any purchase, the number of shares outstanding Voting Securities will be determined by the amount of such outstanding Voting Securities reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed the latest available Company filing with the SEC, subject to any adjustment for any stock dividends, combinations or splits after the date of the filing and subject to adjustment to include the number of such securities not then actually issued and outstanding which TRT or such TRT Controlled Party would be deemed to Beneficially Own under this Agreement pursuant to Section 11(a)(3) (but specifically excluding any Voting Securities issued or awarded to Rowling by the Company due to his service as a director of the Company); (2) 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 the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage, or influence any Person with respect to the voting of any Voting Securities (including in connection with the election of directors), in each case in opposition to a recommendation of the Board; initiate, propose or otherwise “solicit” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) stockholders of the Company for the approval of stockholder proposals, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, in opposition to the recommendation of the Board; initiate or propose any stockholder proposal, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or otherwise seek the election or appointment to, or representation on, or the nomination of any candidate to, the Board except as expressly permitted by this Agreement; effect or attempt to effect the removal of any members of the Board, excluding any TRT Nominees; or induce or attempt to induce any other Person to initiate any such stockholder proposal; provided, however, that nothing in this Agreement will limit the ability of TRT or any TRT Controlled Party to issue any communication contemplated by Rule 14a-1(l)(2)(iv) stating how TRT or such TRT Controlled Party intend to vote and the reasons therefor with respect to any Extraordinary Transaction of any kind or nature between the Company and any Third Party; (3) (x) seek, propose, or make any statements to any Third Party with respect to, any Extraordinary Transaction, other than in connection with any action by TRT or any TRT Controlled Party otherwise permitted by this Section 3, or (y) if acquire, offer or propose to acquire, or agree to acquire, ownership of any of the Share Acquisition is to be made during assets, indebtedness or businesses of the Company or any of its Affiliates other than in connection with any action by TRT or any TRT Controlled Party otherwise permitted by this Section 382 Limitation Period3; provided, then however, that nothing in this Section (I3)(a)(3) the Current Price will prohibit TRT or any TRT Controlled Party from (i) owning any Bonds that are owned by TRT or any TRT Controlled Party as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that or (ii) acquiring or agreeing to acquire any Bonds or other publicly traded indebtedness of the Company, unless and to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 all directors of the Code, then such portion Company are restricted from acquiring or agreeing to acquire Bonds or other publicly traded indebtedness of the Share Acquisition that would result in such an increase may be effected Company under this clause (III) only any policy or agreement of the Company disclosed to the extent directors of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Company; (ii4) Transfer form, join, or in any Common Stock, way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities or Derivative Securities of Parent during in connection with any “election contest” with respect to the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less Company’s directors, other than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless group” that (x) such Section 382 Transfer is made includes all or some lesser number of the Persons identified as “Reporting Persons” (or controlled Affiliates thereof) in accordance the Schedule 13D and the signatories to this Agreement and (y) does not include any other members who are not currently identified as Reporting Persons (or controlled Affiliates thereof) or the signatories to this Agreement; (5) deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with Section 4.2(b)respect to the voting of any Voting Securities, except (x) as expressly set forth in this Agreement, (y) the parties otherwise agree in writing not to apply Section 4.2(b) to for any such Section 382 Transfer trust, arrangement or agreement solely among TRT and any TRT Controlled Party, and (z) such in connection with any action by TRT or any TRT Controlled Party otherwise permitted by this Section 382 Transfer is 3; (6) make any demand to inspect the books and records of the Company or its Subsidiaries, including pursuant to Section 220(b) of the DGCL; (7) publicly make any proposal (including publicly disclosing or discussing any proposal) or enter into any understandings with a tender by Third Party regarding any of the Stockholder foregoing, or publicly make any proposal, statement or inquiry, or publicly disclose any intention, plan, or arrangement (whether written or oral), in each case inconsistent with any of the foregoing, or publicly disclose any Common Stockrequest to amend, Voting Securities waive, or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 terminate any provision of this Agreement; (iii) (A) propose to 8) have any Person discussions or take substantial steps to effect communications, or enter into any business combinationarrangements, restructuringunderstanding, recapitalization or the sale agreements (whether written or other disposition outside the ordinary course of business of oral) with, or advise, finance, assist, induce, or encourage, any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group Third Party either in connection or inconsistent with any of the foregoing (other than a Group consisting provisions of Stockholder and its Affiliatesthis Section 3(a); or (v9) make otherwise take or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by inconsistent with any of the foregoing. foregoing provisions of this Section 3(a). (b) Notwithstanding the foregoing provisions of this Section 3, the parties to this Agreement acknowledge and agree that: (1) subject to Sections 1(h) and 1(k), nothing in this Agreement will (x) limit any actions that may be taken by any TRT Nominee acting as a director of the Company consistent with his fiduciary duties or as otherwise required by Legal Requirements, (y) require TRT or any Affiliate of TRT to vote in any way on matters put to stockholders of the Company for their approval except as expressly set forth in Section 2(c), or (z) in any way limit TRT’s, any TRT Controlled Party’s, or any of their respective Affiliates’ ability to privately make suggestions, recommendations, or proposals to the Company, the Board or any of the directors of the Company; (2) nothing in this Agreement will (x) limit the ability of TRT or any TRT Controlled Party to acquire, offer or propose to acquire, or agree to acquire Voting Securities or assets of the Company in connection with a transaction contemplated by Section 1(p), or (y) limit the ability of TRT or any TRT Controlled Party to make an offer that meets all of the requirements of a “Qualified Offer” (as such term is defined in the A&R Rights Agreement); (3) the restrictions set forth in this Section 3 will immediately terminate and will be of no further force and effect in the event that either (x) a publicly announced tender or exchange offer for Voting Securities which, when added to the Voting Securities Beneficially Owned by the offering Person and its Affiliates, constitute at least 51% of the Voting Securities of the Company then outstanding, is commenced within the meaning of Rule 14d-2(a) under the Exchange Act by any Third Party (a “Third Party Offer”), or (y) any Third Party makes a proposal to the Company or publicly announces a proposal with a view toward the acquisition from the Company or from other Person(s) of Voting Securities of the Company which, when added to the Voting Securities Beneficially Owned by the offering Person and its Affiliates, constitute at least 51% of the Voting Securities of the Company then outstanding or the acquisition of all or substantially all of the assets of the Company (a “Third Party Acquisition”) and, in either such case in this clause (y), the Board undertakes material, substantive negotiations with such Third Party or any other Third Party with a view toward the consummation of such Third Party Acquisition or related transaction; provided, however, that, in the event of a Third Party Offer as described in clause (x) above, upon the date that is 90 days following the consummation, withdrawal or expiration of such Third Party Offer, the exception described in this Section 3(b)(3) will no longer apply and the restrictions set forth in Section 3(a) and any restrictions set forth in this Agreement that have been suspended will be reinstated as binding obligations of TRT and any TRT Controlled Party in accordance with the terms of this Agreement unless TRT or any TRT Controlled Party, prior to the expiration of such 90-day period, commences within the meaning of Rule 14d-2(a) under the Exchange Act a tender or exchange offer for Voting Securities which constitute at least 51% of the Voting Securities of the Company then outstanding that are not Beneficially Owned by TRT or any TRT Controlled Party, or otherwise makes a bona fide, fully-financed proposal to the Company with a view toward consummating an Extraordinary Transaction involving the acquisition of the Company or the acquisition of all or substantially all of the outstanding Voting Securities or assets of the Company; (4) nothing in this Agreement will limit the ability of TRT, any TRT Controlled Party, or any of their respective Affiliates to vote its Voting Securities or engage in 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 the Exchange Act) of proxies or consents relating to or in connection with a proposed Extraordinary Transaction between the Company and any Person who is not TRT or a TRT Controlled Party that is being submitted to a vote for the stockholders of the Company; provided, however, that TRT and the foregoing shall not restrict the ability TRT Controlled Parties may only participate in any “solicitation” of proxies or consents relating to or in connection with a proposed Extraordinary Transaction if Rowling or any other TRT Nominee that is an Affiliate of TRT or any TRT Controlled Party has voted against such proposed Extraordinary Transaction in their capacity as members of the Stockholder Designees from exercising their fiduciary duties as directorsBoard; and (5) notwithstanding the provisions of this Section 3(b), the remaining terms of this Agreement will remain valid and binding obligations of TRT, enforceable in accordance with the terms of the Agreement.

Standstill. 11.1. Restriction on Acquisition by Investor of Company Securities. Investor covenants and agrees with the Company that prior to the tenth anniversary of the Closing Date (aI) During none of Investor's Affiliates except for United States subsidiaries of Investor shall beneficially own (subject to Section 5.7) any Equity of the Designation PeriodCompany, the Stockholder shall not and shall cause (II) neither Investor nor its Affiliates not to, without the prior written consent shall acquire directly or indirectly any beneficial ownership of any Equity of the Company except as permitted by Articles 2, 3 or 10 of this Agreement and (III) neither Investor nor any of its Affiliates will acquire directly or indirectly beneficial ownership of any additional Equity of the Company such that the Equity beneficially owned by Investor and its Affiliates would represent in the aggregate more than any of the foregoing (x) 10% of the Total Voting Power of the Company, or (y) the Class B Percentage Limitation, or (z) 40% of the outstanding Common Stock (each such percentage described herein as a "Percentage Limitation") unless (i) Investor shall receive from a Major A Stockholder an offer to purchase shares of Class A Stock beneficially owned by such Major A Stockholder pursuant to any rights granted by such Major A Stockholder to Investor in the Stockholders' Agreement, in which event Investor shall be entitled to acquire beneficial ownership from such Major A Stockholder of such additional shares of Class A Stock, and (ii) no later than 60 days after acquisition of beneficial ownership of a majority of the entire Board of Directors (excluding any representatives or designees Total Voting Power of the StockholderCompany in accordance with the terms hereof, Investor shall be required to make a Permitted Acquisition Proposal. A "Permitted Acquisition Proposal" shall be an Acquisition Proposal (including any proposed tender offer) which: (A) is made to the Board and, unless and until approved in accordance with clause (B), either not made directly to stockholders; (B) is subject to the approval of a majority of the Independent Directors prior to execution of any definitive agreement in connection with a transaction involving the Company or indirectly the making of any tender or other offer to purchase Common Stock from any stockholders who are not Major A Stockholders; and (including C) would result, if successful, in the acquisition by Investor of beneficial ownership of not less than 100% of the outstanding capital stock of the Company at a manner willfully designed price per share not less than the highest price at which Investor has acquired (or proposes to circumvent acquire in connection with the following provisions)transaction) beneficial ownership of any Common Stock from a Major A Stockholder within the preceding two years and for cash and/or the same form of consideration if other than cash as paid or offered to be paid the Major A Stockholders. 11.1.1. If Investor shall have acquired a majority of the Total Voting Power of the Company, alone or in concert with othersbut Investor has not acquired 100% of the outstanding capital stock of the Company, Investor shall: (i) in any manner: A. acquire, agree use all reasonable efforts to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets assure that at all times thereafter there will be three Independent Directors on the Board of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5Company until such time as Investor has acquired 100% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as capital stock of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold PriceCompany, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d));and (ii) Transfer not acquire additional capital stock of the Company (other than from a Major A Stockholder) or implement any Acquisition Proposal with regard to the Company or enter into any commercial transaction with the Company (not previously in existence) involving a value to the Company as approved in good faith by a majority of the Independent Directors of less than $1,000,000 unless such offer, Acquisition Proposal or commercial transaction is approved by a majority of the Independent Directors of the Company. 11.1.2. Neither Investor nor any of its Affiliates shall be deemed in violation of the foregoing limitations in Section 11.1 if their beneficial ownership of Equity exceeds such limitation solely as a result of (i) an acquisition of Common Stock by the Company that, by reducing the number of securities outstanding, increases the proportionate amount of Common Stock beneficially owned by Investor and its Affiliates in the aggregate to more than the respective Percentage Limitations of Total Voting Power, Class B Percentage Limitation or Common Stock or (ii) the exercise by third parties of the right to convert Class A Stock into Class B Stock, provided that in each case such limitation shall be deemed crossed if Investor or any of its Affiliates thereafter becomes the beneficial owner of any additional Equity unless (i) Investor shall be permitted to acquire such Common Stock pursuant to Subsection 11.1(i) or (ii), or (ii) upon the consummation of the acquisition of such additional Equity Investor and its Affiliates do not beneficially own in the aggregate more than the applicable respective Percentage Limitations of Total Voting Securities Power, Class B Percentage Limitation or Derivative Securities Common Stock outstanding. (i) In the event the Company receives an Acquisition Proposal (including an indication of Parent during interest in making such a proposal) from a third party which has not been solicited by the Section 382 Limitation Period Board and which, if both consummated, would result in a Business Combination (an "Unsolicited Proposal"), the Company shall promptly notify Investor in writing (the "Company Notice") of the material terms of such Unsolicited Proposal, including without limitation any specified consideration. (ii) In the event (A) the Current Price as Board determines to enter into negotiations with regard to an Unsolicited Proposal and the Investor shall not have advised the Company subsequent to the receipt of the date Company Notice that it is not interested in submitting an Investor Proposal (as hereinafter defined), or (B) in the absence of such Transfer is less receipt of an Unsolicited Proposal, the Company invites any third party to make an Acquisition Proposal which if consummated would lead to a Business Combination (the "Company Proposal"), then the Company shall also promptly invite the Investor to submit a proposal (an "Investor Proposal") for a Business Combination which would result in the acquisition of an equal or greater amount of assets or shares of Common Stock than the Unsolicited Offer or the Company Proposal (which may include all or substantially all the assets or all of the Common Stock of the Company). Thereafter, if Investor shall have submitted an Investor Proposal, the Company shall conduct the solicitation and negotiation process as an open process available to all bidders, including provision to the Investor and other interested parties of further (iii) Solely for purposes of this Section 382 Threshold Price 11.1.3, a Business Combination shall include a transaction with respect to which the Company receives or solicits from a third party or enters into negotiations with respect to, a proposal (the "Limited Proposal") which (A) contemplates the acquisition of a portion of the Company's international seed business or the Company's North American seed business that would be equal to or greater in amount than 25% of the average revenues derived from such international or North American seed business, respectively, in the Company's most recently completed two fiscal years, and (B) the transferee is a holder of Parent’s Equity Interests who is would not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder otherwise be described by Section 11.1.3 (any such Transfer, a “Section 382 Transfer”i) or (ii), unless (x) provided, that Investor shall not in such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or case be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent entitled to make a public announcement regarding any intention of the Stockholder to take an action proposal which would be prohibited by any involve the acquisition of a greater amount of assets or ownership interest than the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsLimited Proposal.

Standstill. (a) During the Designation Lock-Up Term (and, if relevant, during any Extension Period), the Stockholder Investor agrees that neither it nor any of its Affiliates or Permitted Transferees (collectively, the “Standstill Parties”) shall not (and the Investor shall cause its Affiliates not to), without except upon any written request for consent from the prior written consent of Investor which is expressly approved, or unless invited in writing by, the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly Company (including in and the seeking of any such consent shall not of itself amount to a manner willfully designed to circumvent breach hereof) and except as is otherwise contemplated by the following provisions), alone or in concert with othersterms of this Agreement: (ia) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchaseacquire legal or beneficial ownership of Ordinary Shares, tender or acquire any right or interest in the legal or beneficial ownership of Ordinary Shares, that would or could reasonably be expected to cause such Standstill Parties to become the legal or beneficial owners of Ordinary Shares, or make a tender, exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) other offer to acquire Ordinary Shares, if after giving effect to such acquisition, such Standstill Parties would beneficially own more than the Share Acquisition Standstill Limit; provided, however, that notwithstanding the Stockholder and its Affiliates would Beneficially Own less than 34.5% provisions of the outstanding shares of Common Stockthis Section 3.1(a), with if the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Ordinary Shares is reduced or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition aggregate ownership of such Standstill Parties is to be made during increased as a result of a repurchase by the Section 382 Limitation PeriodCompany of Ordinary Shares, then (I) the Current Price as a share split, dividend or a recapitalization of the date Company, the Standstill Parties shall not be required to dispose of any of their holdings of Ordinary Shares even though such action resulted in the Share Acquisition is greater Standstill Parties’ legal or beneficial ownership totaling more than the Standstill Limit; (b) make or equal to the Section 382 Threshold Price, publicly promote or publicly support a tender or other offer or proposal by any other Person or group (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)an “Offeror”), (III) such Share Acquisition is made pursuant to Section 7 the consummation of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that which would result in such an increase may be effected under this clause (III) only to the extent a Change of Control of the remaining available Stockholder Buffer Shares Company (as determined pursuant to Section 4.2(c)) or (IV) such Share an “Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)Proposal”); (iic) Transfer any Common Stock, Voting Securities solicit in writing proxies or Derivative Securities consents (as such terms are defined in Regulation 14A under the Exchange Act) or become a participant in a written solicitation in opposition to the recommendation of Parent during the Section 382 Limitation Period if both (A) the Current Price as a majority of the date Company’s Board of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior Directors with respect to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreementmatter; (iiid) publicly propose (Ai) propose to any Person or take substantial steps to effect or enter into any merger, consolidation, business combination, tender offer, purchase of all or substantially all of the Company’s assets or businesses, or similar transaction involving the Company or (ii) any recapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any with respect to the Company, in each case, in opposition to the recommendation of its subsidiaries; (B) seek election to or seek to place a representative on majority of the Company’s Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofDirectors; (ive) form, join or participate deposit any Ordinary Shares in a Group voting trust or subject any Ordinary Shares to any arrangement or agreement with respect to the voting of such Ordinary Shares (other than in connection with a Permitted Loan) in a manner that would or could reasonably be expected to allow any of the foregoing Third Party to take any action in clauses (b) through (d) above; (f) enter into detailed discussions, negotiations, arrangements or agreements with any Person (other than a Group consisting of Stockholder and its Affiliates); or the Company) relating to any actions prohibited in clauses (va) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoingthrough (e) above. provided, however, that the foregoing mere voting of any voting securities of the Company held by the Investor or its Affiliates and Permitted Transferees, or the mere acceptance of a tender, exchange or other offer, shall not restrict the ability constitute a violation of the Stockholder Designees from exercising their fiduciary duties as directorsany of clauses (a) through (f) above.

Standstill. The Investor hereby agrees that the Investor (atogether with all of its subsidiaries in which Investor owns beneficially or of record a majority of the outstanding Voting Stock of such subsidiary ("Majority Owned Subsidiaries")) During the Designation Period, the Stockholder shall not and shall cause its Affiliates not toacquire "beneficial ownership" (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of any Voting Stock (as defined below), any securities convertible into or exchangeable for Voting Stock, or any other right to acquire Voting Stock (except, in any case, by way of stock dividends or other distributions or offerings made available to holders of any Voting Stock generally) without the prior written consent of the majority Company, if the effect of such acquisition would be to increase the Voting Power of all Voting Stock then beneficially owned by the Investor or which it has a right to acquire (together with all Majority Owned Subsidiaries) to a percentage greater than nineteen and ninety-nine one hundredths percent (19.99%) (the "Standstill Percentage") of the entire Board of Directors Total Voting Power (excluding any representatives or designees as defined below) of the Stockholder), either directly or indirectly (including Company at the time in a manner willfully designed to circumvent the following provisions), alone or in concert with otherseffect; provided that: (a) The Investor may acquire Voting Stock without regard to the foregoing limitation, and such limitation shall be suspended, but not terminated, if and for as long as (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, a tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition offer is made pursuant and is not withdrawn or terminated by another person or group to Section 7 of this Agreementpurchase or exchange for cash or other consideration any Voting Stock that, provided that to the extent such Share Acquisition pursuant to this clause (III) would if accepted or if otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Codesuccessful, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause person or group beneficially owning or having the right to acquire shares of Voting Stock with aggregate Voting Power of more than nineteen and ninety-nine one hundredths percent (III19.99%) only of the Total Voting Power of the Company then in effect (not counting for these purposes any shares of Voting Stock of the Company originally acquired (where such Shares or shares exchanged with the Company in respect thereof, are still held) by such person or group from the Investor or any Majority Owned Subsidiary), and such offer is not withdrawn or terminated prior to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant Investor making an offer to Section 4.2(c)) acquire Voting Stock or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common acquiring Voting Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing standstill limitation will be reinstated once any such tender or exchange offer is withdrawn or terminated, (ii) another person or group hereafter acquires Voting Stock with aggregate Voting Power of twenty percent (20%) or more of the Total Voting Power of the Company then in effect (not counting for these purposes any shares of Voting Stock of the Company originally acquired (where such Shares or shares exchanged with the Company in respect thereof, are still held) by such person or group from the Investor or any Majority Owned Subsidiary), where such person or group files a Schedule 13D (under the rules promulgated under Section 13(d) under the Securities and Exchange Act of 1934, as such rules and section are in effect on the date hereof), or other similar or successor schedule or form, indicating that such person's or group's holdings equal or exceed twenty percent (20%); provided, however, that the foregoing standstill limitation will be reinstated once the percentage of Total Voting Power beneficially owned by such other person or group falls below twenty percent (20%); (iii) another person or group hereafter acquires Voting Stock that results in such person or group being required to file a Schedule 13G, or other similar or successor schedule or form, indicating that such other person or group beneficially owns or has the right to acquire Voting Stock with aggregate Voting Power equal to or more than twenty percent (20%) of the Total Voting Power of the Company (not counting for these purposes any shares of Voting Stock of the Company originally acquired (where such Shares or shares exchanged with the Company in respect thereof, are still held) by such person or group from the Investor or any Majority Owned Subsidiary); provided, however, that the foregoing standstill limitation will be reinstated once the percentage of Total Voting Power beneficially owned by such other person or group falls below twenty percent (20%); or (iv) another person or group orally or in writing contacts the Company and advises the Company of such person's or group's intention to commence a tender or exchange offer that, if so commenced, would result in a suspension pursuant to clause (i) above (e.g., a "bear hug" offer) and such contact by such person or group is publicly disclosed or otherwise becomes publicly known; provided, further, that if such a bear hug offer is not publicly disclosed or known to the public then the Company shall notify Investor of such bear hug and from time to time of its ongoing status (which information Investor shall treat as confidential); provided, however, that the foregoing standstill limitation will be reinstated if such intention is withdrawn in writing or other reasonable evidence of such withdrawal is provided to the Investor. The Company shall notify the Investor in writing of the occurrence of any event described in clauses (i) through (iv) of the immediately preceding sentence as soon as practicable following the Company's becoming aware of any such event, and in any case, shall provide the Investor written notice of any such event within two (2) business days of the Company's being aware of the occurrence of any such event. (b) The Investor will not be obliged to dispose of any Voting Stock to the extent that the aggregate percentage of the Total Voting Power of the Company represented by Voting Stock beneficially owned by the Investor or which the Investor has a right to acquire is increased beyond the Standstill Percentage (i) as a result of a recapitalization of the Company or a repurchase or exchange of securities by the Company or any other action taken by the Company or its affiliates; (ii) as the result of acquisitions of Voting Stock made during the period when the Investor's "standstill" obligations are suspended pursuant to Section 8.1(a); (iii) as a result of an equity index transaction, provided that Investor shall not restrict vote such shares; (iv) by way of stock dividends or other distributions or rights or offerings made available to holders of shares of Voting Stock generally; (v) with the ability consent of a simple majority of the Stockholder Designees from exercising their fiduciary duties independent authorized members of the Company's Board of Directors; or (vi) as directorspart of a transaction on behalf of Investor's Defined Benefit Pension Plan, Profit Sharing Retirement Plan, 401(k) Savings Plan, Sheltered Employee Retirement Plan and Sheltered Employee Retirement Plan Plus, or any successor or additional retirement plans thereto (collectively, the "Retirement Plans") where the Company's shares in such Retirement Plans are voted by a trustee for the benefit of Investor employees or, for those Retirement Plans where Investor controls voting, where Investor agrees not to vote any shares of such Retirement Plan Voting Stock that would cause Investor to exceed the Standstill Percentage. (c) As used in this Section 8, (i) the term "Voting Stock" means the Common Stock and any other securities issued by the Company having the ordinary power to vote in the election of directors of the Company (other than securities having such power only upon the happening of a contingency that has not occurred), (ii) the term "Voting Power" of any Voting Stock means the number of votes such Voting Stock is entitled to cast for directors of the Company at any meeting of shareholders of the Company, and (ii) the term "Total Voting Power" means the total number of votes which may be cast in the election of directors of the Company at any meeting of shareholders of the Company if all Voting Stock was represented and voted to the fullest extent possible at such meeting, other than votes that may be cast only upon the happening of a contingency that has not occurred. For purposes of this Section 8, the Investor shall not be deemed to have beneficial ownership of any Voting Stock held by a pension plan or other employee benefit program of the Investor if the Investor does not have the power to control the investment decisions of such plan or program.

Standstill. (a) Section 4.1. During the Designation Standstill Period, the Stockholder shall not not, directly or indirectly, and shall cause its Affiliates Representatives (to the extent acting on behalf of the Stockholder) and Group Members directly or indirectly not to, without the prior written consent of of, or waiver by, the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. subject to Section 4.2, acquire, offer or seek to acquire, agree to acquire or make a proposal (including any public private proposal to the Company or the Board of Directors) to acquire, by purchase or otherwise, any securities (including any Equity Securities or Voting Securities, but excluding debt securities) or Derivative Instruments, or direct or indirect rights to acquire any securities (including any Equity Securities or Voting Securities, but excluding debt securities) or Derivative Instruments, of the Company or any Subsidiary or Affiliate of the Company, or any securities (including any Equity Securities or Voting Securities, but excluding debt securities) or indebtedness convertible into or exchangeable for any such securities; provided that the Stockholder may acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire Shares (whether directly and any securities (including any Equity Securities or indirectlyVoting Securities, by purchasebut excluding debt securities) convertible into or exchangeable for Shares) and Derivative Instruments, tender or exchange offer) any material assets if, immediately following such acquisition, the collective Beneficial Ownership of Parent or any subsidiary Shares of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-KGroup Members, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Perioda group, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does would not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of Standstill Level; provided that nothing in this Agreement, provided that including in this Section 4.1(a), shall prohibit the Stockholder or any of its Group Members from making a non-public offer to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage Board of Common Stock of Parent owned by Directors so long as the Stockholder for purposes of Section 382 of the Code, then or such portion of the Share Acquisition Group Member reasonably believes that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would offer will not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant Company or the Stockholder or their Affiliates being required by applicable law to Section 4.2(d))disclose the making of such offer promptly following the making thereof; (iib) Transfer offer, or seek to acquire, fund or participate in any Common Stockacquisition of assets or business of the Company and its Subsidiaries; (c) conduct, fund or otherwise become a participant in any “tender offer” (as such term is used in Regulation 14D under the Exchange Act) involving Equity Securities, Voting Securities or Derivative any securities convertible into, or exercisable or exchangeable for, Equity Securities or Voting Securities, in each case not approved by the Board of Parent during Directors; (d) otherwise act in concert with others to seek to change, control or influence the Section 382 Limitation Period if both (A) the Current Price as Board of Directors or stockholders, policies or management of the date Company or its Subsidiaries or Affiliates; (e) make or join or become a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in (or encourage) any “solicitation” of “proxies” (as such Transfer is less than terms are defined in Regulation 14A as promulgated by the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”SEC), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not or consent to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of vote any Common Stock, Voting Securities or Derivative Securities any of Parent that it Beneficially Owns pursuant the voting securities of any Subsidiaries or Affiliates of the Company (including through action by written consent), or otherwise knowingly advise or influence any Person with respect to a tender offer the voting of any securities of the Company or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreementits Subsidiaries or Affiliates; (iiif) make any public announcement with respect to, or solicit or submit a proposal for, or offer, seek, publicly propose or indicate an interest in (Awith or without conditions) propose to or fund any Person merger, consolidation, business combination, “tender offer” (as such term is used in Regulation 14D under the Exchange Act), recapitalization, reorganization, purchase or take substantial steps to effect license of a material portion of the assets, properties, securities or indebtedness of the Company or any Subsidiary or Affiliate of the Company, or other similar extraordinary transaction involving the Company, any Subsidiary of the Company or any of its securities or indebtedness, or enter into any business combinationdiscussions, restructuringnegotiations, recapitalization arrangements, understandings or the sale agreements (whether written or oral) with any other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or Person regarding any of its subsidiaries; the foregoing; (Bg) seek the election to of or seek or acquire right to appoint or place a representative on the Board of Directors except pursuant or seek the removal of any director from the Board of Directors; (h) form, join, become a member or otherwise participate in a Group (other than with the Stockholder, any of its Group Members or any counterparty (other than a Prohibited Transferee) in connection with a Hedging Arrangement that complies with Section 2.1(c)(iv)) with respect to the rights granted pursuant securities of the Company or any of its Subsidiaries or Affiliates; (i) deposit any Voting Securities in a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or Contract, or grant any proxy with respect to any Voting Securities (in each case, other than (i) with the Stockholder or any of its wholly-owned Subsidiaries, (ii) as part of a Hedging Arrangement that complies with Section 6 hereof; 2.1(c)(iv) or (Ciii) solicit proxies in accordance with Section 3.1); (j) make any proposal or shareholder consents disclose any plan, or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to make any public proposal or disclose any plan on its or their behalf, inconsistent with the foregoing restrictions; (k) knowingly take any action or cause or authorize any of its and their directors, officers, employees, agents, advisors and other Representatives to take any action on its or their behalf, that would reasonably be expected to require the Company or any of its Subsidiaries or Affiliates to publicly disclose any of the foregoing actions or the possibility of a participant business combination, merger or other type of transaction or matter described in this Section 4.1; (l) knowingly advise, assist, arrange or otherwise enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (m) directly or indirectly, contest the validity of, any provision of this Section 4.1 (including this subclause) or Section 3.1 (whether by legal action or otherwise). Section 4.2. Notwithstanding anything herein to the contrary, the prohibition in Section 4.1(a) shall not apply to the activities of the Stockholder or any of its Group Members in connection with: (a) acquisitions made as a result of a stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change approved or recommended by the Board of Directors; or (b) acquisitions made in connection with a transaction or series of related transactions in which the Stockholder or any of its Group Members acquires a previously unaffiliated business entity that Beneficially Owns Equity Securities, Voting Securities or Derivative Instruments, or any securities convertible into, or exercisable or exchangeable for, Equity Securities, Voting Securities or Derivative Instruments, at the time of the consummation of such acquisition. Notwithstanding anything herein to the contrary, the prohibition in Section 4.1(a) shall immediately terminate, and the Stockholder and its Affiliates may engage in any of the activities specified in Section 4.1, in the event that (a) the Company publicly announces that it has entered into an agreement with any Person or Group which provides for (i) the acquisition by such solicitation for person or group of more than 50% of the purpose Common Stock or all or a majority of seeking to control the assets of the Company or influence (ii) any merger, consolidation or similar business combination, including as a result of a stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change; involving the Company and such Person or Group (each, a “Third Party Acquisition”); (b) the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any recommends that stockholders of the foregoing (other than Company tender their shares of Common Stock or vote in favor of a Group consisting of Stockholder and its Affiliates)Third Party Acquisition; or (vc) make any Person or cause Parent Group (i) acquires Beneficial Ownership of more than 50% of the outstanding Common Stock , (ii) makes an offer which if fully subscribed would result in such Person or Group acquiring Beneficial Ownership of more than 50% of the outstanding Common Stock , or (iii) publicly announces an intention to make engage in a Third Party Acquisition, and, in the case of clause (ii) or (iii), the Company does not, within ten (10) Business Days of public announcement regarding any intention of the Stockholder thereof by such Person or Group, publicly oppose and/or recommend to take an action which would be prohibited by its stockholders that they not accept such offer or support such Third Party Acquisition. Notwithstanding any of the foregoing. provided, howevernothing in this Agreement shall restrict any of the Stockholder’s Representatives from effecting or recommending transactions in securities (A) in the ordinary course of its business as an investment advisor, that broker, dealer in securities, market maker, specialist or block positioner and (B) not at the foregoing shall not restrict the ability direct or request of the Stockholder Designees from exercising their fiduciary duties as directorsor any of its Affiliates.

Standstill. During the period (such period, the “Standstill Term”) commencing as of the Closing and continuing until the later of (A) the second (2nd) anniversary of the Closing Date, (B) the expiration of the Director Period, and (C) the date on which the Investor and its Affiliates beneficially own less than five percent (5.0%) of the shares of Common Stock then issued and outstanding, the Investor, SK Holdings and SK E&S shall not (and shall cause their respective Affiliates not to), except as expressly approved or invited in writing by the Company: (a) During other than Permitted Purchases, directly or indirectly, acquire beneficial ownership of Common Stock and/or Common Stock Equivalents and/or any instrument that gives the Designation PeriodInvestor or any of its Affiliates the economic equivalent of ownership of an amount of securities of the Company (a “Derivative”); (b) make a tender, exchange or other offer to acquire Common Stock and/or Common Stock Equivalents; (c) directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company or propose any matter to be voted upon by the stockholders of the Company, or (ii) propose or nominate for election to the Board any person whose nomination has not been approved by a majority of the Board (excluding the Designated Director, if any); (d) directly or indirectly, encourage, accept or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) for securities of the Company (if such offer or proposal would, if consummated, result in a Change of Control of the Company, such offer or proposal is referred to as an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer filed after such offer has commenced, the Stockholder Investor shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1(d) for so long as the Board maintains and shall cause its Affiliates does not towithdraw such recommendation; (e) directly or indirectly, solicit proxies or consents or propose or seek or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act), or seek to advise or influence any Person, with respect to voting of any securities of the Company; (f) deposit any securities of the Company in a voting trust or subject any securities of the Company to any arrangement or agreement with respect to the voting of such securities, including the granting of any proxy; (g) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, purchase of any securities of the Company or any Derivative, or any similar transaction involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company, in each case without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly a transaction described in clauses (including i) and (ii) that would result in a manner willfully designed Change of Control, is referred to circumvent the following provisionsas a “Business Combination”), alone or ; (h) act in concert with others:any Third Party to take any action in clauses (a) through (g) above, or, directly or indirectly, form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” as terms are used in the rules of the SEC with respect to the Company or any securities of the Company; (i) in request or propose to the Board or the Company (or any manner: A. acquireof its officers, agree to acquire or make any public proposal to acquire (whether directors, Affiliates employees, attorneys, accountants, financial advisors and other professional representatives), directly or indirectly, by purchase, tender any amendment or exchange offer) waiver of any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 provision of this Agreement, provided that to the extent such Share Acquisition pursuant to Section 3.1 (including this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(di)); (iij) Transfer make any Common Stockpublic announcement regarding, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or action that could require the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent Company to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by regarding, a potential Business Combination or any of the foregoing. matters set forth in clauses (a) through (i) above; or (k) enter into discussions, negotiations, arrangements or agreements with any Person relating to the foregoing actions referred to in (a) through (i) above; provided, however, that nothing contained in this Section 3.1 shall prohibit the foregoing shall not restrict Investor or any of its Affiliates from making confidential, non-public proposals to the ability of Board for a transaction involving a Business Combination following the Stockholder Designees from exercising their fiduciary duties as directorspublic announcement by the Company after the Closing that it has entered into a definitive agreement with a Third Party for a transaction involving a Business Combination.

Standstill. (a) During The Investor agrees that during the Designation Standstill Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written approval of the Company or the Company Board, or as otherwise expressly permitted or contemplated by this Agreement, the Investor will not and will cause its controlled Affiliates not to: 3.1.1 acquire beneficial ownership of any securities (including in derivative form) of the Company or make any tender, exchange or other offer for such an acquisition, excluding, in the case of the Investor, acquisition of (a) the Common Shares, (b) subject to the prior consent of the majority Company (which consent shall be deemed to have been granted if the Company does not affirmatively advise the applicable Investor that the Company withholds such consent within one Trading Day after receiving such request for consent, and which consent may only be withheld if the Company reasonably believes such acquisition of Capital Stock or other Equity Interests of the entire Board of Directors (excluding any representatives or designees Company will be treated as an “ownership change” as defined in Section 382 of the StockholderCode), either directly any Capital Stock or indirectly other Equity Interests of the Company acquired by the Investor or its controlled Affiliates so long as the total beneficial ownership of the Investor and its controlled Affiliates in the Company’s voting securities, after giving effect to such acquisition, would not exceed 25% of the Company’s total voting power at such time and (including in a manner willfully designed to circumvent c) any securities received from the following provisions), alone Company by way of dividend or in concert with others:distribution; (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether 3.1.2 directly or indirectly, (a) seek to have called any meeting of the stockholders of the Company or (b) propose or nominate for election to the Company Board any person whose nomination has not been approved by purchasea majority of the Company Board or cause to be voted in favor of such person for election to the Company Board any Shares of Then Outstanding Common Stock; 3.1.3 directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group the consummation of which would result in a Change of Control (other than as a seller on the same terms as the other holders of the Company’s Equity Securities) (an “Business Combination”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company wherein a majority of the Company Board recommend that stockholders accept any such Business Combination, the Investor and its Affiliates shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1.3 in connection with such Business Combination for so long as the Company Board maintains and does not withdraw such recommendation; 3.1.4 directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company Board with respect to any matter, or knowingly seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock; 3.1.5 deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; 3.1.6 propose (a) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, or similar transaction involving the Company or (b) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (iv) 3.1.7 act in concert with any third party to take any action in the preceding clauses 3.1.1 through 3.1.6, or form, join or in any way participate in a Group “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act, other than any actions taken by the Investor related to negotiating, entering into and exercising the rights under this Agreement, the Securities Purchase Agreement or any document entered into in connection with any of the foregoing; 3.1.8 enter into discussions, negotiations, arrangements or agreements with any Person relating to the foregoing (other than a Group consisting of Stockholder and its Affiliates)actions referred to in the preceding clauses 3.1.1 through 3.1.7; or (v3.1.9 request or propose to the Company Board, any member(s) make thereof or cause Parent to make a public announcement regarding any intention officer of the Stockholder to take an action which would be prohibited by Company that the Company amend, waive, or consider the amendment or waiver of, any of the foregoing. provisions set forth in this Section 3.1 (including this clause 3.1.9); provided, however, that nothing in this Section 3.1 shall limit (i) the foregoing shall not restrict rights available (including the enforcement of such rights) to the Investor and its Affiliates under this Agreement, the Acquisition Agreement (as defined in the Securities Purchase Agreement), the Securities Purchase Agreement or any document entered into in connection with any of the foregoing, (ii) the ability of the Stockholder Designees Investor and its permitted transferees’ ability to make a pledge of securities (subject to Section 2.1) or (iii) the Investor or any of its Affiliates or their respective directors, executive officers, partners, principals, employees or managing members or agents (acting in such capacity) from exercising their fiduciary duties communicating privately with the Company’s directors, officers or advisors so long as directorssuch communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications.

Standstill. (a) During Without the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior approval or written consent of the majority Board of Directors, none of the entire Board General Atlantic Stockholders or any of Directors (excluding any representatives or designees their Affiliates, and none of the Stockholder)Coinvestor Stockholders or any of their respective Affiliates shall, either directly or indirectly (including in a manner willfully designed severally and not jointly, at any time prior to circumvent the following provisions), alone or in concert with othersStandstill Expiration Date: (ia) purchase or otherwise acquire, or propose or offer to purchase or acquire, any shares of the Company's capital stock, whether by tender offer, market purchase, privately negotiated purchase, merger or otherwise, any shares of the Company's capital stock or any Common Stock Equivalents in excess of the number of shares of the Company's capital stock and Common Stock Equivalents purchased pursuant to the Stock Purchase Agreement (subject to adjustments and issuances of additional Common Stock Equivalents pursuant to the Series D Preferred Stock Certificate of Designation) with respect to each such Stockholder and its Affiliates considered severally and not jointly with any other Stockholder and its Affiliates (the "Standstill Ceiling"); provided, however, that in no event shall any such Stockholder acquire any Shares in a transaction in such an amount that when aggregated with the shares of the Company's capital stock already owned by such Stockholder, the acquisition of such shares of the Company's capital stock would require stockholder approval under applicable Nasdaq rules and policies; and provided, further, that the dividends that accrue on the shares of Series D Preferred Stock pursuant to the terms thereof shall be excluded for purposes of calculating whether or not a Stockholder and its Affiliates have exceeded the Standstill Ceiling; (b) except as specified in this Agreement, make, or in any manner: A. acquireway participate, agree to acquire or make any public proposal to acquire (whether directly or indirectly, in any "solicitation" of "proxy" (as such terms are defined or used in Regulation 14A of the Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any shares of the Company's capital stock, or become a "participant" in any "election contest" (as such terms are used or defined in Regulation 14A of the Exchange Act) relating to the election of directors of the Company; provided, however, that none of the General Atlantic Stockholders, the Coinvestor Stockholders or any of their respective Affiliates shall be deemed to have engaged in a "solicitation" or to have become a "participant" by purchasereason of the membership of designees of the General Atlantic Stockholders, the Coinvestor Stockholders or any of their respective Affiliates on the Board of Directors; (c) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise act in concert with any Person for the purpose of acquiring, holding, voting or disposing of any shares of the Company's capital stock; provided, however, that (i) the General Atlantic Stockholders may act as a group for the purpose of acquiring, holding, voting or disposing of any shares of the Company's capital stock, (ii) Vectis CP Holdings, LLC and any Affiliate thereof that acquires shares of the Company's capital stock (the "Vectis Stockholders") may act as a group for the purpose of acquiring, holding, voting or disposing of any shares of the Company's capital stock and (iii) Cenwell Limited, Campina Enterprises Limited and any Affiliate thereof that acquires shares of the Company's capital stock (the "Cenwell Stockholders") may act as a group for the purpose of acquiring, holding, voting or disposing of any shares of the Company's capital stock; and provided further, that, for the avoidance of doubt, the General Atlantic Stockholders, the Vectis Stockholders and the Cenwell Stockholders may not together act as a group for all purpose of acquiring, holding, voting or disposing of any shares of the Company's capital stock; or (d) request the Company (or its directors, officers, employees or agents), to take any action which would reasonably be expected to require pursuant to law the Company to make a public announcement or proposal or offer with respect to (i) any form of business combination or transaction involving the Company including, without limitation, a merger, consolidation, tender or exchange offer) any material assets , sale or purchase of Parent assets, or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% dissolution or liquidation of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Company or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stockinstigate, Voting Securities encourage or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to assist any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by do any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. (a) During the Designation period commencing on the date hereof and ending on the second anniversary of the date hereof (the “Share Acquisition Period, the Stockholder shall not and shall cause its Affiliates not to”), without the prior written consent of the a majority of the entire Board Continuing Directors, neither the Stockholder nor any of Directors its Affiliates shall acquire, or propose to acquire, “beneficial ownership” (excluding any representatives or designees as defined in Section 13(d) of the StockholderExchange Act) of any equity securities, or rights or options to acquire any such securities (through purchase, exchange, conversion or otherwise), either directly of the Company, including derivative securities representing the right to vote or indirectly economic benefits of any such securities, provided that the Stockholder and its Affiliates shall be permitted to acquire an additional 1,405,374 shares of Common Stock of the Company (including in a manner willfully designed as adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction prior to circumvent the following provisionsexpiration of the Share Acquisition Period) (the “Additional Shares”), alone or provided, further, that the Stockholder and its Affiliates ownership in concert the outstanding Common Stock of the Company shall not exceed thirty percent (30%) of the then outstanding Common Stock when combined with others: (i) in any manner: A. acquireother Equity Interests of the Company beneficially owned by HNH, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent the Stockholder or any subsidiary of Parent; or B. make any Share Acquisition unless their respective Affiliates as of the date hereof (x) after giving effect to the transactions contemplated by the Investment Agreement (excluding the issuance or exercise of the Warrants)) (which, for purposes of such calculation, shall include shares of Common Stock issuable upon conversion of then-outstanding preferred stock) (the “30% Cap”) during the Share Acquisition Period, provided, however, that, notwithstanding the foregoing restrictions (including, without limitation, the 30% Cap), the Stockholder and its Affiliates would Beneficially Own less than 34.5% (including HNH) shall be permitted to acquire (i) the Additional Shares, (ii) the Common Stock underlying the Warrants set forth and in accordance with the terms of the Warrants and (iii) securities as a result of, or offered pursuant to, any share division or split, share consolidation, stock/share dividend or equivalent under Delaware law, combination, recapitalization, rights offering or similar events. Notwithstanding the foregoing, in the event that the number of outstanding shares of Common Stock is either increased or decreased (other than in the case of buy-back of Common Stock made available by the Company to all of the stockholders of the Company) after the date hereof (other than in connection with the exercise of the Warrants), the number of Additional Shares that the Stockholder and its Affiliates shall be permitted to acquire shall be increased or decreased, as applicable, proportionate to the increase or decrease, as applicable, in total outstanding shares of Common Stock. (b) In addition to the waiver granted by the Board under Section 203 of the Delaware General Corporation Law referenced in Section 3.2(c) of the Investment Agreement (and effective as of the consummation of the issuance of Common Stock and the Warrant contemplated by the Investment Agreement), the Stockholder hereby formally requests and the Board has granted a waiver and exemption to the Stockholder and its Affiliates under and in accordance with that certain Tax Benefit Preservation Plan, dated as of October 17, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, as amended by Amendment No. 1 to Tax Benefit Preservation Plan, dated as of March 21, 2012, by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Tax Plan”), and otherwise modified that certain Rights Agreement, dated as of March 21, 2012, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Plan”, and together with the number of outstanding shares calculated based on Tax Plan, the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K“Rights Agreements”) (and which waivers, exemptions and modifications shall terminate and revert back, as filed with applicable, automatically in the SEC event this Agreement or the Investment Agreement are terminated prior to the consummation of the issuance of such Common Stock and Warrant), to permit (x) the entering into of this Agreement and the Investment Agreement, and (y) if subject to the Share Acquisition is consummation of the issuance of Common Stock and the Warrant contemplated by the Investment Agreement, the acquisition of the securities permitted to be made during acquired pursuant to Section 5(a), provided that for the Section 382 Limitation Periodavoidance of doubt, then (I) such waivers, exemptions and modifications to the Current Price Rights Agreements, as of the date applicable, shall not expire upon expiration of the Share Acquisition is greater than or equal Period as they relate to the Section 382 Threshold Priceacquisition of the Additional Shares, the Common Stock underlying the Warrants (IIset forth and in accordance with the terms of the Warrants) the amount of shares to be and any securities acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to subclause (iii) of Section 4.2(c5(a)), . (IIIc) such Share Acquisition is made pursuant to Section 7 of Notwithstanding anything in this Agreement, provided that Agreement to the extent such Share Acquisition pursuant contrary, in no event shall the Stockholder and its Affiliates be permitted to this clause (IIIacquire shares of Common Stock or other securities or instruments in accordance with Section 5(a) that would otherwise result in an increase in “ownership change” of the percentage of Common Stock of Parent owned by the Stockholder Company for purposes of Section 382 of the CodeInternal Revenue Code of 1986, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d));amended. (iid) Transfer any Common StockFor the avoidance of doubt, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing waiver shall not restrict the ability of the majority of the members of the Continuing Directors Committee or, if there are less than three (3) Continuing Directors, the majority of the directors on the Board who are independent and disinterested as to such matters at such time, to put in a place, a new stockholders’ rights plan (which authority is hereby irrevocably devolved to such Continuing Directors Committee and directors), provided that such new plan continues to permit the Stockholder Designees from exercising their fiduciary duties as directorsand its Affiliates to purchase the additional securities permitted by this Agreement under Section 5(a) during or following the Share Acquisition Period (including, with respect to the Warrants, at all times prior to the expiration thereof).

Standstill. Investor AB (on behalf of itself and its Affiliates) hereby agrees that, from the Effective Date until the Standstill Termination Date (as defined in Section 5.3), neither Investor AB nor any of its Affiliates will: (a) During the Designation Periodpurchase or otherwise acquire, the Stockholder shall not and shall cause its Affiliates not tooffer or propose to acquire, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)solicit an offer to sell or agree to acquire, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)indirectly, alone or in concert with others:, beneficial or record ownership of any shares of the capital stock of Nasdaq or any Derivative Securities (excluding shares and securities received by way of stock dividend, stock reclassification or other distributions or offerings made available on a pro rata basis to Nasdaq’s stockholders) if, after giving effect thereto, Investor AB, its Affiliates and all groups of which Investor AB or any of its Affiliates is a member would beneficially own an amount of shares of capital stock of Nasdaq, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Investor AB Threshold; provided, however, that, if as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by Nasdaq, Investor AB beneficially owns an amount of shares of capital stock of Nasdaq, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Investor AB Threshold, Investor AB shall not be in violation of this Section 5.1(a) so long as Investor AB does not take any of the actions referred to in the first clause of this Section 5.1(a) and Investor AB complies with Section 2.1(c) hereof; (ib) make, or in any manner: A. acquireway participate in, agree to acquire or make any public proposal to acquire (whether directly or indirectly, alone or in concert with others (including by purchase, tender or exchange offer) through any material assets group of Parent which Investor AB or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% is a member), any “solicitation” of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares “proxies” (as determined pursuant such terms are defined or used in Regulation 14A under the Exchange Act) to Section 4.2(c))vote securities of Nasdaq or to provide or withhold consents with respect to securities of Nasdaq, (III) such Share Acquisition is made pursuant whether subject to Section 7 or exempt from the proxy rules, or seek to advise or influence any person or entity with respect to, the voting of, or the providing or withholding consent with respect to, any securities of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Nasdaq; (iic) Transfer either directly or indirectly in concert with others (including by or through any Common Stock, Voting Securities group of which Investor AB or Derivative Securities any of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee its Affiliates is a holder of Parent’s Equity Interests who is not member) make any offer with respect to, or make or submit a 5 Percent Shareholder prior proposal with respect to, or ask or request any other person to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender make an offer or exchange offer by proposal with respect to, or in any other way support, any transaction that would, if consummated, be reasonably likely to result in a third party for such securities that is open to all stockholders Change of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any Control, including a merger, business combination, restructuring, recapitalization reorganization, recapitalization, tender or the sale exchange offer or other asset disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Nasdaq or any of its subsidiaries; Affiliates; (Bd) except as provided in Article III hereof, either directly or indirectly in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) seek election to or seek to place a representative representation on the Board of Directors except pursuant or the board of directors or equivalent of any of Nasdaq’s controlled Affiliates, seek to remove any members of the rights granted pursuant Board of Directors or expand or reduce the size of the Board of Directors or otherwise act alone or in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) to Section 6 hereof; make public statements or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking otherwise seek to control or influence the management or Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofof Nasdaq or any of its controlled Affiliates; (ive) form, join or any way participate in a Group in connection with any “group” within the meaning of Section 13(d)(3) of the foregoing (other than a Group consisting Exchange Act with respect to any securities of Stockholder and its Affiliates)Nasdaq; or (vf) make either directly or cause Parent indirectly in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) publicly announce or disclose any intention, or enter into or disclose any plan or arrangement inconsistent with the foregoing (including publicly making a request that Nasdaq or the Board of Directors waive, amend or terminate any provisions of this Nasdaq Stockholders’ Agreement or making such a request if such request would reasonably be likely to make a require public announcement regarding any intention of the Stockholder to take an action which would be prohibited disclosure by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsPerson or otherwise result in public disclosure).

Standstill. (a) During Each Investor agrees that during the Designation Standstill Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written approval of the Company or the Company Board, or as otherwise expressly permitted or contemplated by this Agreement or the Certificate of Designation, such Investor will not and will cause its respective controlled Affiliates not to: 3.1.1 acquire beneficial ownership of any securities (including in derivative form) of the Company or make any tender, exchange or other offer for such an acquisition, excluding, in the case of each Investor, acquisition of (a) the Preferred Shares or the Conversion Shares issuable upon conversion thereof, (b) any Capital Stock or other Equity Securities of the Company pursuant to or in accordance with the Certificate of Designations (which shall include any shares of Capital Stock, fractional or otherwise, issued as dividends on the Preferred Shares), (c) subject to the prior consent of the majority Company (which consent shall be deemed to have been granted if the Company does not affirmatively advise the applicable Investor that the Company withholds such consent within one Trading Day after receiving such request for consent, and which consent may only be withheld if the Company reasonably believes such acquisition of Capital Stock or other Equity Interests of the entire Board of Directors (excluding any representatives or designees Company will be treated as an “ownership change” as defined in Section 382 of the StockholderCode), either directly any Capital Stock or indirectly other Equity Interests of the Company acquired by the Investor or its controlled Affiliates so long as the total beneficial ownership of the Investor and its controlled Affiliates in the Company’s voting securities, after giving effect to such acquisition, would not exceed 25% of the Company’s total voting power (including in a manner willfully designed to circumvent assuming the following provisions), alone conversion of the Preferred Shares) at such time and (d) any securities received from the Company by way of dividend or in concert with others:distribution; (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether 3.1.2 directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company other than a meeting at which the Stockholder Approval is sought to be obtained, or (ii) propose or nominate for election to the Board any person whose nomination has not been approved by purchasea majority of the Board or cause to be voted in favor of such person for election to the Board any Shares of Then Outstanding Common Stock; 3.1.3 directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group the consummation of which would result in a Change of Control (other than as a seller on the same terms as the other holders of the Company’s Equity Securities) (an “Business Combination”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company wherein a majority of the Board recommend that stockholders accept any such Business Combination, the Investors and their Affiliates shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1.3 in connection with such Business Combination for so long as the Board maintains and does not withdraw such recommendation; 3.1.4 directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Board with respect to any matter, or knowingly seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock; 3.1.5 deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; 3.1.6 propose (i) any merger, consolidation, business combination, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% , purchase of the outstanding shares of Common StockCompany’s assets or businesses, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary similar transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); Company or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. Other than pursuant to the preemptive rights set forth in Article III, as contemplated by the Purchase Agreement, any exercise of the Warrant or actions taken by the Series A Director in his/her capacity as a member of the Board in light of such director’s fiduciary duties, until the earlier of (a) During the Designation Period3rd anniversary of the date hereof, (b) the expiration of the right of Series A Requisite Investors to elect the Series A Director, and (c) the date on which the Investors and their Affiliates beneficially own less than 5% of the shares of Common Stock then issued and outstanding, the Stockholder Investors shall not (provided, that the foregoing limitation shall only apply to the “Power Opportunities” and shall cause “Opportunities” strategies of the Investors, and not to any other strategies of the Investors, the Investors’ Affiliates or any of its or their other investments or portfolio companies), except as expressly approved or invited in writing by the Company: (i) directly or indirectly, acquire beneficial ownership of Common Stock or Common Stock Equivalents or any instrument that gives the Investor or any of its Affiliates the economic equivalent of ownership of Common Stock (a “Derivative”); (ii) make a tender, exchange or other offer to acquire Common Stock or Common Stock Equivalents; (iii) directly or indirectly, (1) seek to have called any meeting of the stockholders of the Company or propose any matter to be voted upon by the stockholders of the Company, or (2) propose or nominate for election to the Board of Directors any person whose nomination has not tobeen approved by a majority of the Board of Directors (excluding the Series A Director); (iv) directly or indirectly, knowingly encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) for Common Stock (if such offer or proposal would, if consummated, result in a Change of Control of the Company, such offer or proposal is referred to as an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer filed after such offer has commenced, the Investor shall not be prohibited from taking any of the actions otherwise prohibited by this Section 5.1 for so long as the Board of Directors maintains and does not withdraw such recommendation; (v) directly or indirectly, knowingly solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act); (vi) publicly propose (1) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses or any similar transaction involving the Company or (2) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company, in each case without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly a transaction described in clauses (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i1) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y2) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only a Change of Control, is referred to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 TransferBusiness Combination”); (vii) knowingly act in concert with any Third Party to take any action in clauses (i) through (vi) above; (viii) make any public announcement regarding, unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps any action that would reasonably be expected to effect or enter into any business combination, restructuring, recapitalization or require the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent Company to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by regarding, a potential Business Combination or any of the foregoing. matters set forth in clauses (i) through (vii) above; or (ix) enter into any arrangements or agreements with any Person relating to the foregoing actions referred to in (i) through (vii) above; provided, however, that nothing contained in this Section 5.1 shall prohibit the foregoing shall not restrict Investor or any of their Affiliates from making confidential, non-public proposals to the ability Board of the Stockholder Designees from exercising their fiduciary duties as directorsDirectors.

Standstill. (a) During the Designation Standstill Period, so long as the Stockholder shall Company has not intentionally and shall cause materially breached this Agreement and failed to cure such breach within five Business Days of written notice from the Sarissa Group specifying any such breach, the Sarissa Group and its Affiliates not towill not, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. acquire, offer, seek or propose to acquire, or agree to acquire or make any public proposal to acquire (whether acquire, directly or indirectly, by purchasepurchase or otherwise (but excluding any action by the Company such as a stock dividend), tender or exchange offer) any material assets Beneficial Ownership of Parent or any subsidiary Voting Stock of Parent; or B. make any Share Acquisition unless (x) the Company if after giving effect to such acquisition the Share Acquisition the Stockholder and its Affiliates Sarissa Group would Beneficially Own less more than 34.5the higher of (x) 14.99% of the outstanding shares of Common Stock, with Voting Stock of the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC Company and (y) if the Share Acquisition such higher amount that any other person or group required to file on Schedule 13D is to be made during the Section 382 Limitation Period, then (I) the Current Price as authorized through resolution or other approval of the date Board, any committee thereof or the Company to buy or own pursuant to the terms of, or as a result of being waived through, any rights plan implemented by the Company (and the Company agrees (1) not to include a “trigger amount” applicable to any other person or group not required to file on Schedule 13D, under any rights plan implemented by the Company, of more than 15% Beneficial Ownership of Voting Stock of the Share Acquisition is greater than Company, unless such higher “trigger amount” also applies to any person or equal group required to file on Schedule 13D, and (2) if, after the Section 382 Threshold Pricedate hereof, (II) it implements any rights plan, such plan shall not limit the ability of the Sarissa Group from Beneficially Owning up to the amount of shares Voting Stock that it is permitted to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition Beneficially Own pursuant to this clause (IIISection 4.1(a)) would otherwise result in an increase in the percentage of Common Stock of Parent owned or, if there is no rights plan implemented by the Stockholder for purposes of Section 382 Company, such higher amount that any other person or group is authorized through resolution or other approval of the CodeBoard, then such portion any committee thereof or the Company to buy or own pursuant to the terms of, or as a result of being approved to acquire or own in accordance with, Section 203 of the Share Acquisition Delaware General Corporation Law (“Section 203”) (and the Company agrees that would result in such an increase may be effected under this clause (III) only it will grant similar waivers or approvals to the extent Sarissa Group under any such rights plan implemented by the Company or Section 203, as it has granted or hereafter does grant, to any such person or group); for the avoidance of doubt, no provision of this Agreement (nor the Company’s entry or approval of the remaining available Stockholder Buffer Shares (as determined pursuant terms hereof) shall be deemed to constitute any such waiver or approval to the Sarissa Group with respect to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)203); (iib) Transfer make, or in any Common Stockway participate, Voting Securities directly or Derivative Securities indirectly, in any “solicitation” of Parent during “proxies” to vote (as such terms are used in the Section 382 Limitation Period if both (A) the Current Price as rules of the date SEC), or seek to advise or influence any person with respect to the voting of such Transfer is less any Voting Stock of the Company (other than a member of the Section 382 Threshold Price and (B) Sarissa Group or in the transferee is a holder of ParentNew Nominee’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, or Additional Designee’s capacity as a direct result member of the Board or any committee thereof in a manner consistent with the Board’s or committee’s recommendation in connection with such Transfermatter); (c) separately or in conjunction with any other person in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, submit a 5 Percent Shareholder proposal for or offer of (any such Transfer, a “Section 382 Transfer”with or without conditions) (including to the Board), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) any Extraordinary Transaction. “Extraordinary Transaction” means any of the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer following involving the Company or (z) such Section 382 Transfer is pursuant to any of its Subsidiaries or its or their securities or a tender by material amount of the Stockholder assets or businesses of the Company or any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a its Subsidiaries: any tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization recapitalization, licensing, sale or acquisition of, or joint venture or other partnership with respect to, material assets, or the sale liquidation or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any dissolution of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Company; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing this subparagraph (c) shall not restrict prevent the ability New Nominee or the Additional Designee acting in his capacity as a director of the Stockholder Designees Company from exercising their fiduciary duties as directors.raising such matter at the Board or any committee thereof;

Standstill. Commencing as of the Effective Date and for so long as the Purchaser beneficially owns (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) at least 5% of the then outstanding Common Stock of the Company: (a) During Purchaser (including all Affiliates) shall not acquire or agree to acquire, publicly offer, or make any public proposal with respect to the Designation Periodpossible acquisition of "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of any voting securities of the Company, any securities convertible into or exchangeable for voting securities of the Company, or any other right to acquire voting securities of the Company, except by way of stock dividends or other distributions or offerings made available to holders of securities of the Company generally, from the Company or any other person or entity, if after giving effect to such acquisition of additional shares, the Stockholder total beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Purchaser (together with all of its Affiliates) shall not be greater than the Permitted Percentage (as such term is defined in the Rights Agreement dated as of February 1, 1999 between the Company and shall cause its Affiliates not toAmerican Stock Transfer & Trust Company, as Rights Agent, as amended) (the "BENEFICIAL OWNERSHIP LIMITATION") without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)Company, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent which consent may be withheld in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiariessole discretion; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing it shall not restrict the ability be a violation of the Stockholder Designees from prohibition contained in this Section 1.1(a) if Purchaser or any of its Affiliates shall exceed the Beneficial Ownership Limitation solely as a result of an acquisition or retirement of shares of securities of the Company by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares of securities beneficially owned by Purchaser or any of its Affiliates, provided that Purchaser and its Affiliates do not thereafter acquire beneficial ownership of additional shares of securities of the Company while still exceeding the Beneficial Ownership Limitation; and (b) neither Purchaser nor any Affiliate shall (i) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Exchange Act) or seek to advise, encourage or influence any person or entity with respect to the voting of any shares of capital stock of the Company, initiate, propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals or induce or attempt to induce any other individual, firm, corporation, partnership or other entity to initiate any stockholder proposal; (ii) deposit any securities of the Company having the right to vote generally in any election of directors of the Company ("VOTING STOCK") into a voting trust or subject any shares of Voting Stock to any arrangement or agreement with respect to the voting of such securities, where the activities of such voting trust, arrangement or agreement would constitute a violation of the terms of this Agreement; (iii) participate in a "13D Group" (as defined below) with respect to any securities of the Company, where the activities of such 13D Group would constitute a violation of the terms of this Agreement; (iv) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any business combination, merger, acquisition, restructuring, recapitalization, tender or exchange offer or other similar transaction involving the Company, or its securities or a material portion of its assets; (v) arrange, or in any way participate, directly or indirectly, in any financing of a third party for the purchase by such party of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities, or assets of the Company, except for such securities or assets as are then being offered for sale by the Company or any of its Affiliates; (vi) make any request or proposal to amend, waive or terminate any provision of this paragraph; or (vii) initiate any discussions, negotiations, arrangements or understandings with any third party with respect to the Company in connection with any matters referred to in clauses (i) through (vi) above; provided, however, that nothing in this Section 1.1(b), shall prohibit the Purchaser from: (x) exercising their fiduciary duties as directorsits rights to designate members to the Company's Board of Directors in accordance with Section 8.1 of the Stock Purchase Agreement; or (y) voting its shares of Common Stock of the Company in favor of, or seeking to advise, encourage or influence any person or entity solely with respect to the voting of any shares of capital stock of the Company in favor of, the election of the members designated in accordance with Section 8.1 of the Stock Purchase Agreement or the matters recommended by the Board of Directors of the Company in the proxy statement referenced in Section 8.3 of the Stock Purchase Agreement. Each party agrees to promptly advise the other party of any inquiry or proposal made by or to it with respect to any of the foregoing.

Standstill. Plaintiff agrees that during the Standstill Period (as hereinafter defined): (a) During Plaintiff will not, and will cause his Affiliates (as hereinafter defined) not to, directly or indirectly, acquire Beneficial Ownership (as hereinafter defined) of any shares of common stock or common stock equivalents or the Designation PeriodCorporation, in each case, now or hereafter outstanding (collectively, “Securities”) without the Stockholder shall not consent of the Corporation, if the effect of such acquisition would be to increase the aggregate Beneficial Ownership of Securities of Plaintiff to greater than 4.99% of the total number of shares of Corporation common stock then outstanding (the “Percentage Limitation”). In addition, Plaintiff will not, and shall will cause its his Affiliates not to, without make any public announcement with respect to, or submit any proposal for or with respect to (i) the acquisition of Beneficial Ownership of any Securities if the effect of such acquisition would be to cause the Beneficial Ownership of Plaintiff and his Affiliates to exceed the Percentage Limitation. For purposes of this Section, the term “Affiliates” shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “Beneficial Ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act. (b) Without the express prior written consent approval of the majority of the entire Board of Directors (excluding any representatives or designees of the StockholderCorporation (the “Board”), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)Plaintiff will not, alone or in concert with others: (i) in any manner: A. acquireand will cause his Affiliates not to, agree to acquire or make any public proposal to acquire (whether directly or indirectly, solicit proxies or initiate, propose or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% a majority of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as members of the date Board or in favor of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does any matter that has not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned been approved by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to Board or seek to place a representative on advise, encourage or influence any “person” (as such term is used in Section 13(d) and 14(d) of the Board of Directors except pursuant Exchange Act, “Person”) with respect to the rights granted pursuant voting of Securities in such manner, or initiate, or induce or attempt to induce any Person to initiate, any shareholder proposal relating to the Corporation. (c) Without the express prior written approval of the Board, Plaintiff will not, and will cause his Affiliates not to, join a consortium, partnership, limited partnership, syndicate or other “group” (within the meaning of Section 6 hereof; 13(d)(3) of the Exchange Act), or (C) solicit proxies or shareholder consents or be a participant otherwise act in concert with any such solicitation Person, for the purpose of seeking to control acquiring, holding, voting or influence disposing of Securities, or for any other purpose which would require disclosure under Item 4 of Schedule 13D adopted by the Board of Directors except pursuant to Securities and Exchange Commission under the rights granted pursuant to Section 6 hereof;Exchange Act. (ivd) formThe “Standstill Period” shall commence on the Effective Date and shall terminate on December 31, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors2018.

Standstill. (a) During Each Purchaser covenants to and agrees with the Designation Period, the Stockholder shall not and shall cause its Affiliates not toCompany that, without the Company’s prior written consent consent, neither such Purchaser nor any of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates will, either directly or indirectly until the date that is ninety (including in a manner willfully designed to circumvent 90) days after the following provisions), alone or in concert with others: Closing Date (the “Standstill Period”): (i) in any manner: A. way acquire, offer or propose to acquire or agree to acquire legal title to or Beneficial Ownership of any Company Securities; (ii) make any public proposal announcement with respect to, or submit to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent the Company or any subsidiary of Parent; or B. make its directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any Share Acquisition unless (x) after giving effect to proposal for the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Company Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose respect to any Person or take substantial steps to effect or enter into any merger, consolidation, business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business purchase of any material asset substantial portion of Parent or other extraordinary transaction involving Parent or the assets of the Company of any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant Subsidiaries, in any which such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder Purchaser and its Affiliates); or (v) make Affiliates are involved, and whether or cause Parent to make not such proposal might require the making of a public announcement regarding any intention by the Company unless the Company shall have made a prior written request to such Purchaser to submit such a proposal; (iii) seek or propose to influence, advise, change or control the management, the board of directors of the Stockholder to take an action which would be prohibited by any Company, governing instruments or policies or affairs of the foregoing. Company by way of any public communication or communication with any Person other than the Company, or 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) to vote any Company Securities or become a “participant” in any “election contest” as such terms are defined and used in Rule 14a‑11 under the Exchange Act) with respect to Company Securities; provided, however, that nothing in this clause (iii) shall prevent such Purchaser or its Affiliates from (x) voting in any manner any Company Securities over which such Purchaser or such Affiliates has Beneficial Ownership or (y) communicating privately with shareholders of the foregoing Company to the extent such communication does not constitute a “solicitation” of “proxies,” as such terms are defined or used in Regulation 14A under the Exchange Act and the number of persons with whom such Purchaser communicates is fewer than ten (10); or (iv) make a request to amend or waive any provision of this Section 5.5(a). Notwithstanding the above provisions under this Section 5.5(a), with respect to each case under items (i) – (iii) above, if at any time the Company issues any Company Securities (except for any Company Securities issued or granted pursuant to the employee share incentive plan of the Company existing as of the date hereof (but such exception shall not restrict apply to any future amendments which may be made to such plan)) or sells any treasury ADSs, each Purchaser shall have the ability right to acquire such number of Company Securities in order to maintain the Stockholder Designees from exercising their fiduciary duties same percentage ownership it owns in the Company prior to such issuance or sale of such Company Securities or 18 treasury ADSs (as directorsapplicable) (on a fully diluted and as converted basis as defined in the Exhibit C). (b) For purposes of this Agreement, a Person shall be deemed to have “Beneficial Ownership” of any securities in respect of which such Person or any such Person’s Affiliates is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act as in effect on the date hereof.

Standstill. (a) During the Designation Periodperiod from the date of this Agreement until the expiration of the Lock-Up Period (the “Standstill Term”), neither the Investor nor any of its Affiliates (collectively, the Stockholder “Standstill Parties”) shall not (and the Investor shall cause its Affiliates not to), without except as expressly approved or invited in writing by the prior written consent Company: (a) directly or indirectly, acquire beneficial ownership (as determined in accordance with Rule 13d-3 and Rule 13d-5 under the Exchange Act) of shares of Common Stock or any securities convertible or exchangeable into Common Stock (excluding any shares of Common Stock acquired pursuant to the Transaction Agreements), or make a tender, exchange or other offer to acquire shares of Common Stock or any securities convertible or exchangeable into Common Stock; (b) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the entire Company’s Board of Directors or cause to be voted in favor of such person proposed or nominated by the Investor for election to the Company’s Board of Directors any shares of Common Stock; (c) directly or indirectly, knowingly encourage or support a tender, exchange or other offer or proposal by any Third Party with respect to shares of Common Stock or any securities convertible or exchangeable into Common Stock; provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 under the Exchange Act) by the Company recommending that stockholders accept any such offer or proposal, Investor shall not be prohibited from taking any of the actions otherwise prohibited by this Section 8.2(c) only for so long as the Company maintains and does not withdraw such recommendation; (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any matter, or seek to advise or influence any Person, with respect to voting of any shares of Common Stock; provided, however, that the Standstill Parties may solicit proxies or consents and may become a participant in a solicitation in connection with any proposal that would adversely affect the Investor’s rights under the Transaction Agreements [***] (it being agreed that the foregoing proviso shall not relate to proposals for the nomination and/or election of directors and Company Equity Plans (as defined below)); (e) deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of such shares of Common Stock; (f) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, or any Change of Control transaction involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (g) act in concert with any Third Party to take any action in clauses (a) through (f) above, or form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act; (h) enter into discussions, negotiations, arrangements or agreements with any Person relating to the foregoing actions referred to in (a) through (f) above; provided, however, that nothing contained in this Section 8.2 shall prohibit the Investor or its Affiliates from acquiring a company or business that owns shares of Common Stock or any securities convertible or exchangeable into Common Stock provided that any such securities of the Company so acquired will be subject to the provisions of this Section 8.2; or (i) request or propose to the Company’s Board of Directors (excluding or any representatives committee thereof), any member(s) thereof or designees any officer of the StockholderCompany that the Company amend, waive, or consider the amendment or waiver of, any provisions set forth in this Section 8.2 (including this clause (i)); provided, however, that (A) nothing contained in this Section 8.2 shall prohibit the Investor from making proposals to the Company’s Chairman or Chief Executive Officer on a confidential, nonpublic basis for a proposed transaction between the Parties of the type described in the foregoing clauses (a) and (f) or a proposal for a waiver or amendment of the type described in clause (i) above, in either such case so long as the Investor reasonably believes in good faith that neither it nor the Company would reasonably be expected to be required by applicable Law or stock exchange requirement to disclose publicly any such proposal and (B) nothing in the foregoing clause (b) shall prohibit the Investor from proposing to the Company’s Nominating and Corporate Governance Committee (and not pursuant to the advance notice provisions set forth in the Company’s bylaws), either directly on a confidential, non-public basis, potential director candidates for consideration by the Company’s Nominating and Corporate Governance Committee, which candidates the Investor believes would be in the best interest of the Company and its stockholders, so long as the Investor reasonably believes in good faith, after consultation with its outside counsel, that neither it nor the Company would reasonably be expected to be required by applicable Law or indirectly stock exchange requirement to disclose publicly any such proposal. Neither (including x) transfers or resales of the Shares by the Investor to any other person in compliance with Section 8.5 or (y) the mere voting of the Shares subject to Section 8.3 will be deemed to be a manner willfully designed breach of the Investor’s standstill obligations under this Section 8.2. (j) Section 8.2 shall terminate and have no further force or effect, upon the earliest to circumvent the following provisions), alone or in concert with othersoccur of: (i) in any manner: A. acquireprovided that none of the Standstill Parties has violated Section 8.2, agree to acquire or make any the public proposal to acquire (whether directly or indirectly, announcement by purchase, tender or exchange offer) any material assets of Parent the Company or any subsidiary Third Party of Parent; or B. make any Share Acquisition unless (x) after giving effect to definitive agreement between the Share Acquisition the Stockholder Company and such Third Party and/or any of its Affiliates would Beneficially Own less than 34.5% providing for a Change of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Control; (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to Third Party commences a tender offer seeking to acquire beneficial ownership of more than 50% of the Company’s outstanding Common Stock and the Board of Directors of the Company has publicly supported the proposal or exchange offer by a third party for recommended that the stockholders tender their Common Stock in such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreementtender offer; (iii) (Ax) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or a bona fide tender offer by a Third Party which is not opposed by the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Company’s Board of Directors except pursuant to (but only after the rights granted pursuant to Section 6 hereof; Company’s filing of a Schedule 14D-9, or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for amendment thereto, with the purpose SEC disclosing the recommendation of seeking to control or influence the Company’s Board of Directors except pursuant with respect to such tender offer), or (y) an issuer tender offer by the rights granted pursuant Company; provided that Section 8.2 shall be reinstated and apply in full force according to its terms if any event set forth in this clause (iii), which resulted in the termination of Section 6 hereof;8.2 is not completed or if such announced transaction is abandoned and no similar transaction has been announced and not abandoned; or (iv) form, join or participate in a Group in connection with any the expiration of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Standstill Term; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that if Section 8.2 terminates due to (x) clause (i) above and such definitive agreement is abandoned and no other definitive agreement providing for a Change in Control has been announced and not abandoned or terminated within ninety days thereafter or (y) clause (ii) above and the foregoing shall not restrict tender offer is withdrawn or abandoned or the ability Board of Directors of the Stockholder Designees from exercising their fiduciary duties as directorsCompany withdraws its recommendation in favor of such tender offer prior to the completion of the tender offer, the restrictions contained in Section 8.2 shall again be applicable until otherwise terminated pursuant to this Section 8.2(j).

Standstill. (a) During the Designation Standstill Period, the Stockholder Investor, or any of its Affiliates, shall not and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, except as expressly invited in writing by purchasethe Company: i. subject to Section 5.16, without the express consent of the Company, acquire any additional equity securities (including Ordinary Shares, American Depositary Shares and Ordinary Share Equivalents) of the Company or any instrument that gives the Investor or any of its Affiliates the economic equivalent of ownership of an amount of securities of the Company (a “Derivative”) if, after such acquisition, the Investor would beneficially own more than twenty one percent (21.0%) of the Company’s outstanding share capital; ii. knowingly encourage or support a tender, exchange or other offer or proposal by a Third Party, provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer filed after such offer has commenced, the Investor shall not be prohibited from taking any of the actions otherwise prohibited by this clause (ii) for so long as the Company maintains and does not withdraw such recommendation; iii. propose (x) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, or similar transaction involving the Company or (y) any material assets recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; iv. seek to have called any meeting of Parent the shareholders of the Company, propose or nominate for election to the Company’s board of directors any subsidiary person whose nomination has not been approved by a majority of Parentthe Company’s board of directors (excluding the Designated Director, if any) or cause to be voted in favor of such person for election to the Company’s board of directors any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents (including any Derivatives) other than as contemplated by Section 5.3 hereof; v. solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s board of directors with respect to any matter, or seek to advise or influence any Third Party, with respect to voting of any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents (including any Derivatives); vi. deposit any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents in a voting trust or subject any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents to any arrangement or agreement with respect to the voting of such Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents other than as contemplated by Section 5.3 hereof; or B. make vii. act in concert with any Share Acquisition unless Third Party to take any action in clauses (xi) after giving effect through (vi) above, or form or join in a “partnership, limited partnership, syndicate, or other group” with any Third Party within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% equity securities (including any Derivatives) of the outstanding shares of Common StockCompany. Notwithstanding the foregoing, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made mere voting in accordance with Section 4.2(b)5.3 hereof of any voting securities of the Company held by the Investor or its Affiliates shall not constitute a violation of any of clauses (i) through (vii) above, (yB) nothing in this Agreement shall prohibit the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Investor or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant Affiliates from submitting to the rights granted pursuant board of directors of the Company or to Section 6 hereof; management of the Company a confidential proposal for a transaction involving a Change of Control or other proposed action, provided that neither the Company nor the Investor or any of its Affiliates is required to publicly disclose the fact that such proposal or request to consider such a proposal was made, (C) solicit proxies if any executive officer or shareholder consents director of the Investor serves as a member of the Company’s board of directors, any action he or she takes in the performance of his or her duties as a member of the Company’s board of directors shall not be deemed to violate this Section 5.1, and (D) the provisions of this Section 5.1 shall terminate and be of no further force or effect if (i) the Company publicly announces the entry into a participant definitive agreement for the acquisition of the Company or more than fifty percent (50%) of its consolidated assets by a third party, or (ii) any person commences a tender or exchange offer with respect to the securities representing fifty percent (50%) or more of the voting power of the Company, unless the Company files a recommendation statement under Rule 14d-9 of the Exchange Act (or such successor provision) with the SEC within 10 business days following commencement of such offer advising the Company’s stockholders to reject such offer (provided that if any transaction referred to in the foregoing clauses (i) and (ii) is terminated or abandoned, then the provisions of this Section 5.1 shall again become effective). In the event that the Company engages in discussions or negotiations involving a possible Change of Control of the Company, the Investor will be given notice thereof and the right to participate in any such solicitation for process on substantially the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (same terms as other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsparticipants.

Standstill. During the Standstill Period (as hereinafter defined): (a) During Executive will not, and will cause his Affiliates (as hereinafter defined) not to, directly or indirectly, acquire Beneficial Ownership (as hereinafter defined) of any shares of common stock or common stock equivalents or the Designation PeriodCompany, in each case, now or hereafter outstanding (collectively, “Securities”) without the Stockholder consent of the Company, if the effect of such acquisition would be to increase the aggregate Beneficial Ownership of Securities of Executive to greater than 4.99% of the total number of shares of Company common stock then outstanding (the “Percentage Limitation”); provided, that the foregoing limitation shall not apply to Executive’s acquisition of common stock pursuant to the exercise of the stock options granted to him or the vesting of any stock options, SARs, or equity he currently holds. In addition, Executive will not, and shall will cause its his Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding make any representatives public announcement with respect to, or designees of the Stockholder), either directly submit any proposal for or indirectly (including in a manner willfully designed with respect to circumvent the following provisions), alone or in concert with others: (i) the acquisition of Beneficial Ownership of any Securities if the effect of such acquisition would be to cause the Beneficial Ownership of Executive and his Affiliates to exceed the Percentage Limitation. For purposes of this Section, the term “Affiliates” shall have the meaning set forth in any manner:Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “Beneficial Ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act. A. acquire(b) Without the express prior written approval of the Board, agree to acquire or make any public proposal to acquire (whether Executive will not, and will cause his Affiliates not to, directly or indirectly, solicit proxies or initiate, propose or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% a majority of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as members of the date Board or in favor of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does any matter that has not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned been approved by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to Board or seek to place a representative on advise, encourage or influence any “person” (as such term is used in Section 13(d) and 14(d) of the Board of Directors except pursuant Exchange Act, “Person”) with respect to the rights granted pursuant voting of Securities in such manner, or initiate, or induce or attempt to induce any Person to initiate, any shareholder proposal relating to the Company. (c) Without the express prior written approval of the Board, Executive will not, and will cause his Affiliates not to, join a consortium, partnership, limited partnership, syndicate or other “group” (within the meaning of Section 6 hereof; 13(d)(3) of the Exchange Act), or (C) solicit proxies or shareholder consents or be a participant otherwise act in concert with any such solicitation Person, for the purpose of seeking to control acquiring, holding, voting or influence disposing of Securities, or for any other purpose which would require disclosure under Item 4 of Schedule 13D adopted by the Board of Directors except pursuant to Securities and Exchange Commission under the rights granted pursuant to Section 6 hereof;Exchange Act. (ivd) form, join or participate in a Group in connection with any The “Standstill Period” shall commence on the Separation Date and shall terminate on the second annual anniversary of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorssuch date.

Standstill. (a) During the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without Except with the prior written consent of Family Holdings, from the majority Effective Date until the date that is the later of (1) two hundred seventy (270) days after any dissolution of Symphony Partners in accordance with the terms of the entire Board Symphony Partners LLCA and (2) the date that MSI decreases its ownership below four percent (4%) of Directors outstanding Shares, MSI shall not, and shall cause its controlled Affiliates not to, (excluding any representatives a) acquire (or designees of the Stockholderagree, offer, seek or propose to acquire, in each case, publicly or privately), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or offer, exchange offer) , agreement or business combination or in any material assets of Parent other manner, ownership of, or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stockown, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-Kincluding beneficial ownership, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Periodwhich, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 for purposes of this Agreement, provided shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, or through derivative transactions, (i) any Shares in excess of the Ownership Threshold; provided, that if such Ownership Threshold is exceeded as a result of repurchases of outstanding Shares by ▇▇▇▇▇▇▇, MSI may continue to own such Shares directly or indirectly as long as such direct or indirect Share ownership does not exceed seventeen and a half percent (17.5%) of the extent such Share Acquisition outstanding Shares (which, for the avoidance of doubt, shall not include any Shares held by the grantor trust established pursuant to this clause (III) would otherwise result in an increase in the percentage that certain Grantor Trust Agreement, effective as of Common Stock of Parent owned March 17, 2017, by the Stockholder for purposes of Section 382 of the Codeand between Berkley and ▇▇▇▇▇ Fargo Bank, then such portion of the Share Acquisition that would result in such an increase National Association, as it may be effected under this clause (III) only amended or amended and restated from time to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(ctime)) , or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stockconvertible debt or other equity securities of Berkley or its subsidiaries; (b) publicly or privately offer to, Voting Securities enter into, or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would becomepublicly or privately propose, as a direct result of such Transferany merger, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuringrecapitalization, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent restructuring or other extraordinary transaction involving Parent with Berkley or any of its subsidiaries; (Bc) directly or indirectly, seek election to influence or control the management, board of directors or policies of Berkley or its subsidiaries, except through the participation of the MSI ▇▇▇▇▇▇▇ Director as a member of the Berkley Board in accordance with his or her fiduciary duties owed to ▇▇▇▇▇▇▇ and its stockholders; (d) directly or indirectly, seek to call a special meeting of Berkley shareholders or make any proposal to the Berkley Board or solicit shareholders or seek to place a representative on the Board of Directors except pursuant nominate or elect directors to the rights granted pursuant Berkley Board other than with respect to Section 6 hereofthe designation of the MSI Berkley Director; (e) directly or indirectly, make any public or private proposal to the Berkley Board seeking to acquire any business or assets of Berkley; or (Cf) solicit proxies enter into any discussions, negotiations, agreements, arrangements or shareholder consents understandings with any other Person with respect to any matter described in the foregoing clauses (a) through (e) or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any “group” (within the meaning of Section 13(d)(3) of the foregoing Securities Exchange Act of 1934, as amended) to vote, acquire or dispose of any securities of Berkley or its subsidiaries (other than a Group consisting of Stockholder and its Affiliatesgroup with Family Holdings as provided in the Symphony Partners LLCA or this Agreement); or provided, that notwithstanding anything to the contrary herein, MSI and Family Holdings may mutually agree to increase their respective ownership of Shares (vwith the consent of Berkley), in which case this Section 2.01 shall be amended as may be agreed by the parties; provided, further, that (x) make the foregoing clause (a) of this provision shall not apply to any Shares acquired indirectly through passive ownership of interests in broad-based index funds, (y) this Section 2.01 shall not apply to MSI’s direct or cause Parent to make indirect investment or participation in ▇▇▇▇▇▇ Re Ltd. or its subsidiaries and (z) any sale of Shares required as a public announcement regarding any intention result of the Stockholder proviso to take an action which would clause (a)(i) above shall be prohibited by any carried out pursuant to the terms of Section 8.3 of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsSymphony Partners LLCA.

Standstill. Each Holder hereby agrees that, from the Closing Date until the Standstill Termination Date, unless an exemption or waiver is otherwise approved in advance in writing by the Board, such Holder shall not, and shall cause the Restricted Party not to: (a) During the Designation Periodpurchase or otherwise acquire, the Stockholder shall not and shall cause its Affiliates not tooffer or propose to acquire, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)solicit an offer to sell or agree to acquire, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)indirectly, alone or in concert with others:, Beneficial Ownership of any Capital Stock or any Derivative Securities (excluding shares and securities received by way of stock dividend, stock reclassification or other distributions or offerings made available on a pro rata basis to the Company’s stockholders) if, after giving effect thereto, the Holders and the Restricted Party would collectively Beneficially Own, in the aggregate, an amount of Capital Stock, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Stockholder Threshold; provided, however, that, if as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, the Holders and the Restricted Party collectively Beneficially Own, in the aggregate, an amount of Capital Stock, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Stockholder Threshold, the Holders and the Restricted Party shall not be in violation of this Section 3.1(a) so long as the Holders and the Restricted Party do not take any of the actions referred to in the first clause of this Section 3.1(a); (ib) make, or in any manner: A. acquireway participate in, agree to acquire or make any public proposal to acquire (whether directly or indirectly, alone or in concert with others (including by purchaseor through any group), tender any “solicitation” of “proxies” (as such terms are defined or exchange offerused in Regulation 14A under the Exchange Act) any material assets of Parent to vote Common Stock or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% other Capital Stock of the outstanding shares of Company or to provide or withhold consents with respect to Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Stock or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as other Capital Stock of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold PriceCompany, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases whether subject to Section 4.3 of this Agreement; (iii) (A) propose or exempt from the proxy rules, or seek to advise or influence any Person or take substantial steps entity with respect to effect or enter into any business combinationthe voting of, restructuring, recapitalization or the sale providing or withholding consent with respect to, any Common Stock or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any Capital Stock of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Company; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall will not be deemed to restrict the ability or limit in any manner in which any of the Stockholder Designees from exercising Holders or the Restricted Party votes any of its respective shares of Common Stock or Capital Stock, directly or by proxy, subject to compliance with the other terms and conditions of this Agreement; (c) except as permitted by Section 3.2, either directly or indirectly in concert with others (including by or through any group) make any offer with respect to, or make or submit a proposal with respect to, or ask or request any other Person to make an offer or proposal with respect to, any transaction that would, if consummated, be reasonably likely to result in a change of control of the Company, including a merger, business combination, restructuring, reorganization, recapitalization, tender or exchange offer or asset disposition involving the Company or any of its Affiliates; provided, however, that the Holders and the Restricted Party shall be permitted to (i) vote on any such transaction in accordance with the terms and conditions of this Agreement and (ii) tender into any tender offer or exchange offer not commenced by a Holder or the Restricted Party if either (A) the Board recommends (by majority vote) that the stockholders of the Company tender their fiduciary duties shares in response to such offer or does not recommend against the tender offer or exchange offer within 10 Business Days after the commencement thereof or such longer period as directorsshall then be permitted under U.S. federal securities laws or (B) the Board later publicly recommends (by majority vote) that the stockholders of the Company tender their shares in response to such offer; (d) except as provided in this Agreement, either directly or indirectly in concert with others (including by or through any group) seek representation on the Board or the board of directors (or equivalent governing body) of any of the Company’s controlled Affiliates, seek to remove any members of the Board or expand or reduce the size of the Board or otherwise act alone or in concert with others (including by or through any group) to seek control of the Board or the board of directors (or equivalent governing body) of any of the Company’s controlled Affiliates; (e) form, join, knowingly encourage the formation of or knowingly engage in discussions relating to the formation of, or participate in, a “group” within the meaning of Section 13(d)(3) of the Exchange Act for purposes of seeking control, or influencing the control or management of, the Company; or (f) either directly or indirectly in concert with others (including by or through any group) publicly announce any intention, or enter into or disclose any plan or arrangement inconsistent with the foregoing (including publicly making a request that the Company or the Board waive, amend or terminate any provisions of this Section 3.1).

Standstill. (a) During Prior to the Designation PeriodTermination Date, the Stockholder shall not and shall cause its Affiliates not toexcept as contemplated by this Agreement, without the prior written consent of the majority Board, each of the entire Board CMS Parties agrees that it shall not, and shall cause its Representatives not to, directly or indirectly: (a) (i) acquire, offer or agree to acquire, or acquire rights to acquire (except by way of Directors (excluding any representatives stock dividends or designees other distributions or offerings made available to holders of voting securities of the StockholderCompany generally on a pro rata basis), either directly or indirectly indirectly, 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 or any voting rights decoupled from the underlying voting securities which would result in the CMS Parties and its Representatives (together with any other person or group) owning, controlling or otherwise having any beneficial ownership interest in 5% or more of the then-outstanding shares of the Common Stock; or (ii) knowingly sell, offer or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, the voting securities of the Company or any voting rights decoupled from the underlying voting securities held by the CMS Parties and its Representatives to any Third Party which would result in such Third Party, together with its Representatives, having any beneficial ownership interest of 5% or more of the then-outstanding shares of Common Stock; provided, however, that open market sales of securities through a broker by any of the CMS Parties which are not actually known to any of the CMS Parties to result in any transferee acquiring a beneficial ownership interest of 5% or more of the then-outstanding shares of Common Stock shall not be included in this clause (ii) or constitute a breach of this Section 5; (b) (i) nominate or recommend for nomination any person for election to the Board or engage, or in any way participate in any solicitation of proxies or consents in any election contest with respect to the Company’s directors; (ii) seek to advise, encourage or influence any person or entity with respect to the voting of any voting securities of the Company in any election or removal contest with respect to the Company’s directors, including any “withhold” or similar campaign; (iii) initiate, propose or otherwise solicit shareholders of the Company for the approval of shareholder proposals in a manner willfully designed connection with the election or removal of directors of the Company; or (iv) induce or attempt to circumvent induce any other person or entity to initiate any such shareholder proposal; (c) form, join or in any way participate in any group with respect to any voting securities of the following provisions)Company in connection with any election or removal contest with respect to the Company’s directors; (d) deposit any Company voting securities in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof; (e) seek, alone or in concert with others: , to (i) call a Shareholders Meeting or solicit consents from shareholders; (ii) obtain representation on the Board; (iii) effect the removal of any member of the Board; (iv) make a shareholder proposal at any Shareholders Meeting; or (v) amend any provision of the Company’s certificate of incorporation or bylaws; (f) demand an inspection of the Company’s records pursuant to Section ▇▇-▇▇-▇▇▇ of the Tennessee Business Corporation Act or otherwise; (g) effect or seek to effect (including by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, in any manner: A. acquireway assist or facilitate any other person to effect or seek, agree or offer or propose to acquire effect or make participate in, (i) any public proposal to acquire (whether directly acquisition of 5% or indirectlymore of any securities, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% businesses, of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Company or any of its subsidiaries; (Bii) seek election to any tender offer or seek to place a representative on exchange offer, merger, acquisition, share exchange or other business combination involving 5% or more of any of the Board voting securities or any of Directors except pursuant to the rights granted pursuant to Section 6 hereofmaterial assets or businesses of the Company or any of its subsidiaries; or (Ciii) solicit proxies any recapitalization, restructuring, liquidation, dissolution or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant other extraordinary transaction with respect to the rights granted pursuant to Section 6 hereof; (iv) form, join Company or participate in a Group in connection with any of the foregoing (other than a Group consisting its subsidiaries or any material portion of Stockholder and its Affiliates)or their businesses; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that open market sales of securities through a broker by any of the foregoing CMS Parties which are not actually known to any of the CMS Parties to result in any transferee acquiring a beneficial ownership interest of 5% or more of the then-outstanding shares of Common Stock shall not restrict be included in this clause (ii) or constitute a breach of this Section 5; or (h) enter into any negotiations, agreements or understandings with any Third Party with respect to the ability foregoing, or advise, assist, encourage or seek to persuade any Third Party to take any action with respect to any of the Stockholder Designees from exercising their fiduciary duties as directorsforegoing, or otherwise take or cause any action inconsistent with any of the foregoing.

Standstill. (a) During Subject to the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written consent ability of the Purchasers and their Affiliates to purchase Capital Stock of the Company pursuant to Section 4 of this Agreement, unless approved or requested by a majority of the entire Board of Directors (excluding any representatives or designees Independent Directors, none of the Stockholder)Purchasers nor any of their Affiliates shall, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchaseacquire, tender seek to acquire, propose to acquire, or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% influence members of the outstanding Board or other stockholders of the Company to propose such Person's direct or indirect acquisition or beneficial ownership of any additional shares of Common Voting Stock or rights to acquire additional shares of Voting Stock, with including, without limitation, any Convertible Securities; provided, however, that notwithstanding the number provisions of outstanding shares calculated based on this Section 3.4, if the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q constituting Voting Stock is reduced or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition aggregate ownership of a Purchaser and its Affiliates is to be made during the Section 382 Limitation Period, then (I) the Current Price increased as a result of a recapitalization of the date Company or as a result of any other action taken by the Share Acquisition is greater than or equal Company, neither such Purchaser nor its Affiliates shall be required to the Section 382 Threshold Price, (II) the amount dispose of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) any of its holdings of Voting Stock even though such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise action may result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition number of shares of a class Voting Stock owned by such Purchaser and its Affiliates. The restrictions contained in this Section 3.4 shall terminate upon the earliest to occur of: (i) the termination of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); this Agreement; (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as termination of the date of DLCA in whole pursuant to Sections 12.3 and 12.4 thereof; provided, that such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is termination was not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such TransferNovartis's material breach thereunder, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationthe mutual written agreement of Novartis and the Company, restructuring, recapitalization or including a majority of the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiariesIndependent Directors; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any Purchasers and their Affiliates owning more than 90% of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Voting Stock; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that such Voting Stock was not acquired in violation of the foregoing terms of this Agreement; (v) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the stockholders was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved by the directors then in office at the beginning of such period, other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clauses (a), (b), (c) or (d) in the definition of Change in Control of the Company) ceasing for any reason to constitute a majority of the Board then in office (other than in connection with the transactions contemplated by the Purchase Agreement and the Ancillary Agreements); (vi) receipt by the Company or the Board of an unsolicited Acquisition Proposal or the public announcement by an Offeror of an unsolicited Acquisition Proposal; (vii) the acquisition by an Offeror of beneficial ownership of more than 20% of the voting power represented by all Voting Stock (other than acquisitions by the Stockholders); or (viii) May 8, 2008. Nothing contained in this Section 3.4 shall prohibit Purchasers from (i) seeking the approval of the Independent Directors for a waiver of the prohibitions contained in this Section 3.4 for any acquisition of Voting Stock or (ii) acquiring an amount of Voting Stock from holders of Voting Stock (whether in open market transactions, private transactions or otherwise) or the Company, from time to time, such that the amount of Voting Stock to be acquired by such Purchaser plus the Voting Stock owned by Purchasers and their Affiliates does not exceed 51% of the Fully Diluted Common Stock Deemed Outstanding (which shall not restrict the ability include any Voting Stock owned by Novartis BioVentures as of May 8, 2003 for purposes of this Section 3.4 only). The parties hereto expressly acknowledge and agree that this Section 3.4 is not violated as a result of the Stockholder Designees from exercising their fiduciary duties issuance of shares of Common Stock to Novartis pursuant to the Concurrent Private Placement Stock Purchase Agreement dated as directorsof July 21, 2004, by and between Novartis and the Company, entered into pursuant to Section 4.7(d) of the Stockholders' Agreement. The parties hereto further expressly acknowledge and agree that the issuance of shares of Common Stock to Novartis pursuant to the Par Value Stock Purchase Agreement, dated as of July 21, 2004, by and between the Company and Novartis is duly approved by a majority of the Independent Directors (as defined in the Stockholders' Agreement) and is not in violation of this Section 3.4.

Standstill. (a) During From and after the Designation PeriodClosing Date, the Stockholder each of Buyer and Norilsk Nickel shall not not, and shall cause its Affiliates each other member of the Norilsk Nickel Group not to, without alone or acting in concert with any other Person, acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any Common Stock or other securities or rights to acquire any Common Stock or securities of the Company, or any assets of the Company or any subsidiary or division thereof other than the purchase of Common Stock (i) pursuant to the Stock Purchase Agreement, (ii) pursuant to the Offer and (iii) as may be necessary from time to time to maintain Ownership of fifty-one percent (51%) of the outstanding voting securities of the Company until such time as Buyer ceases to own twenty-five percent (25%) or more of the outstanding voting securities of the Company. Notwithstanding the foregoing, Buyer, Norilsk Nickel or any other member of the Norilsk Nickel Group may make an offer to the Company to acquire all or part of the outstanding assets or securities of the Company (other than such securities already Owned by the Norilsk Nickel Group), whether pursuant to a tender offer, merger, sale of assets, combination or similar transaction or series of transactions, if as a condition to the consummation of such acquisition (A) prior written consent of a majority of the Public Directors is obtained, and (B) the Public Directors shall select in their sole discretion, and retain at the expense of the Company, independent financial advisors to review such transaction and provide an opinion regarding the fairness, from a financial point of view, of the financial terms of such transaction (and any consideration to be received in connection therewith) to the stockholders of the Company other than the Norilsk Nickel Group, which opinion shall have been received by the Public Directors. (b) Without the prior written consent of the a majority of the entire Board of Public Directors (excluding any representatives which consent shall not unreasonably be withheld or designees of the Stockholderdelayed), either directly or indirectly (including in a manner willfully designed to circumvent from and after the following provisions)Closing Date, alone or in concert with others: (i) in any manner: A. acquireBuyer shall not, agree to acquire or make any public proposal to acquire (whether and Norilsk Nickel shall cause Buyer not to, directly or indirectly, by purchase, tender or exchange offer) Transfer to any material assets of Parent or Person any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Stock or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as other voting securities of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (Company Owned by it if as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise a result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than any Person shall Own five percent (5%) or more of the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of Company's outstanding voting securities immediately following such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that no such consent shall be required (i) with respect to a transfer to an Affiliate that agrees to be bound by the foregoing shall not restrict provisions of this Agreement, or (ii) from and after the ability third (3rd) anniversary of the Stockholder Designees from exercising their fiduciary duties date of this Agreement if (A) such transferee is a reputable Person in the reasonable opinion of the Public Directors, (B) such transferee agrees to be bound by the provisions of this Agreement, without giving effect to Section 6.8 (it being understood that any such agreement shall be appropriately modified to account for transferee as directorsa party), and (C) Buyer gives thirty (30) days prior written notice to the Company before any such Transfer, which notice shall include all relevant material terms of the Transfer (including the identity of the transferee).

Standstill. (a) During the Designation PeriodStandstill Term, neither the Investor nor the Holder nor any of its Affiliates (collectively, the Stockholder “Standstill Parties”) shall not (and the Holder shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly except as expressly approved or indirectly (including invited in a manner willfully designed to circumvent writing by the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a tender, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, if after giving effect to such acquisition, the Standstill Parties would beneficially own more than the Standstill Limit; provided, however, that notwithstanding the provisions of this Section 5.1(a), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggregate ownership of the Standstill Parties is increased as a result of a repurchase by purchasethe Company of Shares of Then Outstanding Common Stock, stock split, stock dividend or a recapitalization of the Company, the Standstill Parties shall not be required to dispose of any of their holdings of Shares of Then Outstanding Common Stock even though such action resulted in the Standstill Parties’ beneficial ownership totaling more than the Standstill Limit; (b) directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company, (ii) propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or (iii) unless a person referred to in the foregoing clause (ii) is nominated by a third party in connection with such party’s publicly announced and not withdrawn Acquisition Proposal, fail to cause to be voted in accordance with the recommendation of the Company’s Board of Directors with respect to such person for election to the Company’s Board of Directors any Shares of Then Outstanding Common Stock; (c) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) the consummation of which would result in a Change of Control of the Company (an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer, Holder shall not be prohibited from taking any of the actions otherwise prohibited by this Section 5.1(c) for so long as the Company maintains and does not withdraw such recommendation; (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any matter, or seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock of the Company; (e) deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; (f) propose (i) any merger, consolidation, business combination, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% , purchase of the outstanding shares of Common StockCompany’s assets or businesses, with or similar transaction involving the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Company or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (ivg) act in concert with any Third Party to take any action in clauses (a) through (f) above, or form, join or in any way participate in a Group in connection “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act; (h) enter into discussions, negotiations, arrangements or agreements with any of Person relating to the foregoing actions referred to in (other than a Group consisting of Stockholder and its Affiliates)a) through (g) above; or (vi) make request or cause Parent propose to make a public announcement regarding the Company’s Board of Directors, any intention member(s) thereof or any officer of the Stockholder to take an action which would be prohibited by Company that the Company amend, waive, or consider the amendment or waiver of, any of the foregoing. provisions set forth in this Section 5.1 (including this clause (i)); provided, however, that (A) nothing contained in this Section 5.1 shall prohibit the Holder from making confidential, non-public proposals to, or entering into confidential, non-public discussions, negotiations, arrangements or agreements with, the Company and with third parties with the express authorization of the Company, which the Holder or any Affiliate may request in a confidential, non-public manner, regarding a transaction or matter of the type described in the foregoing clauses (a) and (f), and (B) nothing in the foregoing clause (b) shall prohibit the Holder from proposing to the Company’s Governance and Nominating Committee (and not restrict pursuant to the ability advance notice provisions set forth in the Company’s bylaws), in a confidential, non-public manner, potential director candidates for consideration by the Company’s Governance and Nominating Committee, which candidates the Holder believes would be in the best interest of the Stockholder Designees from exercising their fiduciary duties as directorsCompany and its stockholders.

Standstill. (a) During the Designation PeriodStandstill Term, neither the Investor nor any of its Affiliates (collectively, the Stockholder “Standstill Parties”) shall not (and the Investor shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly except as expressly approved or indirectly (including invited in a manner willfully designed to circumvent writing by the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a tender, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equivalents; provided, however, that notwithstanding the provisions of this Section 8.1(a), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggregate ownership of the Standstill Parties is increased as a result of a repurchase by purchasethe Company of Shares of Then Outstanding Common Stock, stock split, stock dividend or a recapitalization of the Company, the Standstill Parties shall not be required to dispose of any of their holdings of Shares of Then Outstanding Common Stock even though such action resulted in the Standstill Parties’ beneficial ownership increasing; (b) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or cause to be voted in favor of such person for election to the Company’s Board of Directors any Shares of Then Outstanding Common Stock; (c) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any Third Party with respect to Shares of Then Outstanding Common Stock or Common Stock Equivalents; provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 under the ▇▇▇▇ ▇▇▇) by the Company recommending that stockholders accept any such offer or proposal, Investor shall not be prohibited from taking any of the actions otherwise prohibited by this Section 8.1(c) only for so long as the Company maintains and does not withdraw such recommendation; (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the ▇▇▇▇ ▇▇▇) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any matter, or seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock; (e) deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; (f) propose (i) any merger, consolidation, business combination, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% , purchase of the outstanding shares of Common StockCompany’s assets or businesses, with or similar transaction involving the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Company or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (ivg) act in concert with any Third Party to take any action in clauses (a) through (e) above, or form, join or in any way participate in a Group in connection “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the 1934 Act; (h) enter into discussions, negotiations, arrangements or agreements with any of Person relating to the foregoing actions referred to in (other than a Group consisting of Stockholder and its Affiliates)a) through (e) above; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that (A) nothing in the foregoing clause (b) shall prohibit the Investor from proposing to the Company’s Nominating and Corporate Governance Committee (and not restrict pursuant to the ability advance notice provisions set forth in the Company’s bylaws), in a confidential, nonpublic manner, potential director candidates for consideration by the Company’s Nominating and Corporate Governance Committee, which candidates the Investor believes would be in the best interest of the Stockholder Designees Company and its stockholders; and (B) nothing contained in this Section 8.1 prohibits the Investor or its Affiliates from exercising their fiduciary duties acquiring a company or business that owns Shares of Then Outstanding Common Stock and/or Common Stock Equivalents provided that any such securities of the Company so acquired will be subject to the provisions of this Section 8.1; or (i) request or propose to the Company’s Board of Directors (or any committee thereof), any member(s) thereof or any officer of the Company that the Company amend, waive, or consider the amendment or waiver of, any provisions set forth in this Section 8.1 (including this clause (i)); provided, however, that (A) nothing contained in this Section 8.1 shall prohibit the Investor from making proposals to the Company’s Chairman or Chief Executive Officer on a confidential, nonpublic basis for a proposed transaction between the parties of the type described in the foregoing clauses (a) and (f), so long as directorsthe Investor reasonably believes in good faith, based on the written advice of its outside counsel, that neither it nor the Company would reasonably be expected to be required by applicable Law or stock exchange requirement to disclose publicly any such proposal and (B) nothing in the foregoing clause (b) shall prohibit the Investor from proposing to the Company’s Nominating and Corporate Governance Committee (and not pursuant to the advance notice provisions set forth in the Company’s bylaws), on a confidential, non-public basis, potential director candidates for consideration by the Company’s Nominating and Corporate Governance Committee, which candidates the Investor believes would be in the best interest of the Company and its stockholders, so long as the Investor reasonably believes in good faith, based on the written advice of its outside counsel, that neither it nor the Company would reasonably be expected to be required by applicable Law or stock exchange requirement to disclose publicly any such proposal. None of (x) the ownership nor purchase by an employee benefit plan of the Investor or the Investor’s Affiliates in any diversified index, mutual or pension fund managed by an independent advisor, which fund in-turn holds, directly or indirectly, securities of the Company, (y) transfers or resales of the Shares by the Investor to any other person in compliance with Section 7.5 or (z) the mere voting of the Shares, will be deemed to be a breach of the Investor’s standstill obligations under this Section 8.1.

Standstill. (a) During the Designation Periodperiod (such period, the Stockholder shall not “Standstill Term”) from and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of this Agreement until the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount later of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as fifth (5th) anniversary of the date expiration or earlier termination of the “Term” (as such Transfer term is less than defined in the Section 382 Threshold Price Aventis Collaboration Agreement) and (B) the transferee fifth (5th) anniversary of the expiration or earlier termination of the “Term” (as such term is defined in the Sanofi License and Collaboration Agreement), neither the Purchaser Parties nor any of their respective Affiliates (collectively, the “Standstill Parties”) shall (and the Purchaser Parties shall cause their respective Affiliates not to), except as expressly approved or invited in writing by the Company: (a) directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a holder tender, exchange or other offer to acquire Shares of Parent’s Equity Interests who is not a 5 Percent Shareholder prior Then Outstanding Common Stock and/or Common Stock Equivalents, if after giving effect to such Transfer but who acquisition, the Standstill Parties would becomebeneficially own more than the Standstill Limit; provided, however, that notwithstanding the provisions of this Section 3.1(a), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggregate ownership of the Standstill Parties is increased as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder repurchase of any Shares of Then Outstanding Common Stock, Voting Securities stock split, stock dividend or Derivative Securities a recapitalization of Parent that it Beneficially Owns pursuant the Company, the Standstill Parties shall not be required to a tender offer or exchange offer by a third party for dispose of any of their holdings of Shares of Then Outstanding Common Stock even though such securities that is open to all stockholders of Parent and action resulted in all cases subject to Section 4.3 of this Agreementthe Standstill Parties’ beneficial ownership totaling more than the Standstill Limit; (iiib) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or cause to be voted in favor of such person for election to the Company’s Board of Directors any Shares of Then Outstanding Common Stock; (Ac) propose directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) the consummation of which would result in a Change of Control of the Company (an “Acquisition Proposal”); (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any Person or take substantial steps to effect or enter into any business combinationmatter, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock of the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (ive) deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; (f) act in concert with any Third Party to take any action in clauses (a) through (e) above, or form, join or in any way participate in a Group in connection “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act. (g) enter into discussions, negotiations, arrangements or agreements with any of Person relating to the foregoing actions referred to in (other than a Group consisting of Stockholder and its Affiliates)a) through (e) above; or (vh) make request or cause Parent propose in writing to make a public announcement regarding the Company’s Board of Directors, any intention member(s) thereof or any officer of the Stockholder to take an action which would be prohibited by Company that the Company amend, waive, or consider the amendment or waiver of, any of the foregoing. provisions set forth in this Section 3.1; provided, however, that the foregoing mere voting in accordance with Section 5 hereof of any voting securities of the Company held by the Purchaser Parties or their Affiliates shall not restrict the ability constitute a violation of the Stockholder Designees from exercising their fiduciary duties as directorsany of clauses (a) through (h) above.

Standstill. You agree that, until the earlier of (ai) During the Designation PeriodStandstill Period (as hereinafter defined), or (ii) the Stockholder shall not execution of a final definitive agreement with respect to a Possible Transaction by the Company and shall cause its Affiliates not toyou or your affiliates, without unless specifically invited in writing by the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the StockholderCompany, neither you nor any of your Representatives acting on your behalf or on behalf of other persons acting in concert with you will in any manner, directly or indirectly, effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in: a) any voluntary acquisition of (i) any securities (or beneficial ownership thereof), either directly or indirectly rights or options to acquire any securities (including or beneficial ownership thereof) of the Company in a manner willfully designed excess of any such securities beneficially owned by you as of the date of this letter agreement, other than (A) the acquisition by you of shares of Class B Common Stock, par value $0.01 per share, of the Company (“Class B Common Stock”) pursuant to circumvent your exercise of (1) any outstanding warrant held by you as of the following provisionsdate of this letter agreement or (2) your preemptive rights to acquire Class B Common Stock under Company’s Amended and Restated Certificate of Incorporation, (B) the conversion of any Class B Common Stock held by you into Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common Stock”), (C) the acquisition by you of any equity awards that may granted or issued to you by the Company on or after the date hereof, and (D) the acquisition by you of shares of Class A Common Stock pursuant to the exercise of any equity awards held by you, or (ii) any material assets, indebtedness or businesses of, the Company; b) any tender or exchange offer, merger or other business combination involving the Company or any material assets of the Company; c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its affiliates; d) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its affiliates, except in your capacity solely as an officer or director of the Company on behalf of the Company; e) any action, whether alone or in concert with others: (i) in any manner: A. acquire, agree to acquire seek or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative obtain additional representation on the Board of Directors except pursuant or, to seek to advise or influence any person with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in voting of any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any voting securities of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Company; or (vf) make any action which would or cause Parent would reasonably be expected to force you, your Representatives or the Company to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any types of matters set forth in the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. (a) During From the Designation Perioddate hereof through the date when (i) as a result of voluntary sales of Common Stock by the Investor, the Stockholder shall not number of shares of Common Stock held by the Investor drops below seventy-five percent (75%) of the Initial Share Number or (ii) as a result of the Investor’s failure to exercise its Preemptive Rights and shall cause its Affiliates not toany voluntary sales by the Investor of Common Stock, the number of Issued Shares held by the Investor drops below ten percent (10%) of the total number of issued and outstanding shares of Common Stock (the “Standstill Period”), the Investor agrees that it will not, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)Company, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)indirectly, alone or in concert with others: (i) in any manner: A. other Person, acquire, offer to acquire, or agree to acquire or make any public proposal to acquire (whether directly or indirectlyacquire, by purchase, tender gift, business combination or exchange offer) otherwise, beneficial ownership of any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock in excess of Parent owned by twenty-one percent (21%) (the Stockholder for purposes “Standstill Threshold”) of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiariesthen outstanding; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing Company shall, as soon as reasonably practicable, inform the Investor of any change in the number of outstanding shares of Common Stock since the last Public Disclosure of the total issued and outstanding Common Stock of the Company in excess of one quarter of one percent (0.25%). . (b) Notwithstanding any provision of Section 4.1(a), the Investor shall not restrict be in breach of that section if, solely as a result of repurchases by the Company of its outstanding Common Stock, the Investor becomes the Beneficial Owner of shares of Common Stock in excess of the Standstill Threshold, provided that it does not retain beneficial ownership of shares representing in the aggregate more than twenty-two percent (22%) of the Common Stock then outstanding (the “Investor Threshold”). (c) If Investor should become the Beneficial Owner of Common Stock in violation of either Section 4.1(a) or Section 4.1(b), Investor shall, as soon as it becomes aware of any such violation, give prompt notice to the Company of such violation. Immediately upon its giving of any such notice, or upon its receipt of any notice of such violation from the Company, the Investor shall, and shall cause its Affiliates to, refrain from acquiring beneficial ownership of any additional shares of Common Stock and within ten (10) Business Days after its giving or receipt of such notice shall, and shall cause its Affiliates to, dispose of Common Stock such that Investor shall not beneficially own Common Stock in excess of the Standstill Threshold; provided, however, that any sales required hereunder will not be taken into account for a period of five (5) years thereafter in determining whether a Nomination Forfeiture Event shall have occurred. (d) Prior to the Closing of the transactions contemplated by the Acquisition Agreement, the Company has amended Section 1(a) of the Rights Agreement dated June 21, 2006 (the “ Share Rights Plan”) to read in its entirety as set out in the First Amendment to Rights Agreement annexed as Schedule 3 hereto (the “Rights Plan Amendment”). The Company agrees that changes effected by the Rights Plan Amendment will be maintained in effect, and the Share Rights Plan shall not without the prior written consent of the Investor be further amended or revised to change the Standstill Threshold or the Investor Threshold or affect the ability of the Stockholder Designees from exercising their fiduciary duties as directorsInvestor to maintain its level of investment in the Company until the end of the Standstill Period.

Standstill. (a) During the Designation Period, the Stockholder shall not and shall cause [***] neither NOVARTIS nor any of its Affiliates not towill acquire or hold, or without the prior written consent approval of the majority of the entire VERTEX Board of Directors (excluding any representatives or designees of the Stockholder)Directors, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree will propose to acquire or make hold, at any public proposal to acquire (whether directly time, of record or indirectlybeneficially, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less more than 34.5% [***] of the outstanding shares voting securities of Common StockVERTEX, with nor will NOVARTIS participate in a group (as the number term "group" is referenced in Section 14(d) of outstanding shares calculated based on the number U.S. Securities Exchange Act of 1934 and Regulations promulgated thereunder) which acquires or holds, or proposes to acquire or hold, such amount of securities during the referenced time period; provided that NOVARTIS shall not be required to reduce its share holdings if its ownership percentage increase above [***] by reason of the actions of VERTEX, including without limitation any recapitalization or repurchase of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with VERTEX. Notwithstanding the SEC and foregoing: (yA) if a tender offer directed toward the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as acquisition of more than [***] of the date voting securities of the Share Acquisition VERTEX is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned commenced by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder Third Party who is not then or during the pendency of that tender offer a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares member of a class of stock other than the Common Stock and (Y) would not result "group" in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stockwhich NOVARTIS is participating, Voting Securities or Derivative Securities of Parent then NOVARTIS may during the Section 382 Limitation Period if both (A) the Current Price as pendency of the date of such Transfer is less than the Section 382 Threshold Price that tender offer commence a competing tender offer, and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made may thereafter complete that offer in accordance with Section 4.2(bits terms (as revised from time to time), (y) notwithstanding any limitation on the parties otherwise agree in writing not to apply Section 4.2(b) to acquisition or holding of VERTEX shares as set forth above; provided that if any such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer by NOVARTIS is not completed or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 withdrawn, the provisions of this Agreement; (iii) (A) propose Section 12.16 shall thereafter apply to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or CONFIDENTIAL TREATMENT REQUESTED subsequent share acquisitions by NOVARTIS as if the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiariesprevious tender offer had not occurred; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to if VERTEX shall make a public announcement regarding that it intends to enter into a transaction which will result in the acquisition of a controlling interest in VERTEX's voting securities by a Third Party which is not a member of a "group" that includes NOVARTIS, then at any intention time thereafter and during the period ending with the closing of any such transaction or the public announcement of its termination, NOVARTIS may make a competing proposal for a transaction with VERTEX or for VERTEX's shares, and the provisions of the Stockholder first sentence of this Section 12.16 shall not operate to take prevent the completion of any such proposal or require the sale or divestiture of any VERTEX shares acquired by NOVARTIS during that period; and (C) if a Third Party which is not a member of a "group" that includes NOVARTIS, should acquire more than [***] of VERTEX's voting securities, then, during such period as that Third Party owns more than [***] of VERTEX's voting securities, NOVARTIS is entitled to increase its holdings of VERTEX's voting securities, by purchase from Third Parties, to an action amount which would be prohibited by any will not exceed, at the time of the foregoingshare purchase by NOVARTIS, the amount owned by such Third Party. provided, however, that the foregoing This limitation shall not restrict be applicable if the ability of the Stockholder Designees from exercising their fiduciary duties as directorsprovisions set forth in (A) above, otherwise apply.

Standstill. (a) During Each Purchaser covenants to and agrees with the Designation Period, the Stockholder shall not and shall cause its Affiliates not toCompany that, without the Company’s prior written consent consent, neither such Purchaser nor any of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates will, either directly or indirectly until the date that is ninety (including in a manner willfully designed to circumvent 90) days after the following provisions), alone or in concert with others:Closing Date (the “Standstill Period”): (i) in any manner: A. way acquire, offer or propose to acquire or agree to acquire legal title to or make Beneficial Ownership of any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Company Securities; (ii) Transfer make any Common Stockpublic announcement with respect to, Voting or submit to the Company or any of its directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal for the acquisition of any Company Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose respect to any Person or take substantial steps to effect or enter into any merger, consolidation, business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business purchase of any material asset substantial portion of Parent or other extraordinary transaction involving Parent or the assets of the Company of any of its subsidiaries; (B) seek election Subsidiaries, in which such Purchaser and its Affiliates are involved, and whether or not such proposal might require the making of a public announcement by the Company unless the Company shall have made a prior written request to or seek such Purchaser to place submit such a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofproposal; (iviii) formseek or propose to influence, join advise, change or participate in a Group in connection control the management, the board of directors of the Company, governing instruments or policies or affairs of the Company by way of any public communication or communication with any Person other than the Company, or 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) to vote any Company Securities or become a “participant” in any “election contest” as such terms are defined and used in Rule 14a-11 under the Exchange Act) with respect to Company Securities; provided, however, that nothing in this clause (iii) shall prevent such Purchaser or its Affiliates from (x) voting in any manner any Company Securities over which such Purchaser or such Affiliates has Beneficial Ownership or (y) communicating privately with shareholders of the foregoing Company to the extent such communication does not constitute a “solicitation” of “proxies,” as such terms are defined or used in Regulation 14A under the Exchange Act and the number of persons with whom such Purchaser communicates is fewer than ten (other than a Group consisting of Stockholder and its Affiliates10); or (viv) make a request to amend or cause Parent waive any provision of this Section 5.5(a). Notwithstanding the above provisions under this Section 5.5(a), with respect to make a public announcement regarding each case under items (i) — (iii) above, if at any intention time the Company issues any Company Securities (except for any Company Securities issued or granted pursuant to the employee share incentive plan of the Stockholder to take an action which would be prohibited by any Company existing as of the foregoing. provided, however, that the foregoing date hereof (but such exception shall not restrict apply to any future amendments which may be made to such plan)) or sells any treasury ADSs, each Purchaser shall have the ability right to acquire such number of Company Securities in order to maintain the Stockholder Designees from exercising their fiduciary duties same percentage ownership it owns in the Company prior to such issuance or sale of such Company Securities or treasury ADSs (as directorsapplicable) (on a fully diluted and as converted basis as defined in the Exhibit C). (b) For purposes of this Agreement, a Person shall be deemed to have “Beneficial Ownership” of any securities in respect of which such Person or any such Person’s Affiliates is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act as in effect on the date hereof.

Standstill. Without the prior approval of the Company, from the Closing Date until the twenty-four (24) month anniversary of the Closing Date, the Investor agrees that it will not, and will cause its Affiliates to not, directly or indirectly: (a) During the Designation Periodpurchase, the Stockholder shall not and shall cause its Affiliates not tooffer to purchase, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to purchase or otherwise acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares beneficial ownership (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (yRule 13d-3 and Rule 13d-5 under the Exchange Act) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities any securities convertible or exchangeable into Common Stock, excluding any shares of Parent that it Beneficially Owns Common Stock acquired pursuant to 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 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 a merger, consolidation or other business combination transaction or tender offer related thereto, of the Company or any of the Company’s subsidiaries, or the purchase of all or 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; 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 exchange offer by a third party for such securities Person other than the Investor that is open to all stockholders has not been rejected by the Company’s Board of Parent Directors, and in all cases subject to Section 4.3 if consummated, would constitute a Change of this Agreement; Control of the Company, (ii) an issuer tender offer by the Company, or (iii) (A) propose 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 Person event set forth in this Section 10.2, which resulted in the termination of this Section 10.2 is not completed or take substantial steps if such announced transaction is abandoned and no similar transaction has been announced and not abandoned. Upon reinstatement of the provisions of Section 10.2, the provisions of this Section 10.2 shall continue to effect or enter into any business combination, restructuring, recapitalization or govern in the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with event that any of the foregoing (events described in this Section 10.2 shall occur. Notwithstanding any other than a Group consisting provision of Stockholder and its Affiliates); or (v) make or cause Parent this Section 10.2, the Investor shall have the right to make a non-public announcement regarding any intention proposal directly to the Chief Executive Officer of the Stockholder to take Company for an action which would be prohibited by any Acquisition Transaction or a tender offer involving a Change of Control of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsCompany.

Standstill. Seller agrees that for a period of fifteen (a15) During months after the Designation Perioddate of this Agreement, so long as (i) this Agreement has not been terminated pursuant to the Stockholder 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 not, and shall cause each of its Affiliates 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, without unless and until such party shall have received the prior written consent invitation or approval of the a majority of the entire Board directors of Directors (excluding any representatives or designees of the Stockholder)Purchaser, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public 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 on Purchaser's Board of Directors in connection with the Fund Raising, (whether directly ii) seek or indirectlypropose any merger, by purchaseconsolidation, business combination, tender or exchange offer) any material , sale or purchase of assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stocksecurities, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-Kdissolution, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationliquidation, restructuring, recapitalization or the sale similar transactions of or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Purchaser or any of its subsidiaries; , (Biii) seek 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 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 place a representative on the Board of Directors except pursuant advise or influence any person with respect to the rights granted pursuant to Section 6 hereof; voting of any securities of Purchaser or (C) solicit proxies any of its subsidiaries, or shareholder consents demand a copy of the stock ledger list of stockholders, or be a participant in any such solicitation for the purpose other books and records of seeking to control Purchaser or influence the Board any of Directors except pursuant to the rights granted pursuant to Section 6 hereof; its subsidiaries, (iv) form, join or in any way participate in a Group "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Purchaser or any of its subsidiaries, (v) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board of Directors or policies of Purchaser or any of its subsidiaries, (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance (with respect to persons for which Seller and 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), assist or encourage, any other persons in connection with any of the foregoing, or 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 a direct or indirect parent of Seller has voting or effective control that engages, or offers or proposes to 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 co-bidder with any other than a Group consisting person with respect to Purchaser or any of Stockholder and its Affiliatessubsidiaries); or , or (vvii) make or cause Parent to make a public announcement any publicly disclosed proposal regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. providedSeller agrees during such period not to make any proposal or statement, howeveror disclose any intention, that plan or arrangement, whether written or oral, inconsistent with the foregoing shall not restrict foregoing, or request the ability EXECUTION COPY other Party directly or indirectly, to amend, waive or terminate any provision of the Stockholder Designees from exercising their fiduciary duties as directorsthis Agreement (including this sentence).

Standstill. (a) During the Designation period commencing at the Effective Time and ending on the Standstill Termination Date (as defined below) (the “Standstill Period”), provided that the Stockholder Company is not in breach of its obligations under this Agreement (including Section 1 hereof), each of the Principal Stockholders shall not not, and shall cause its controlled Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersindirectly: (i) engage in any manner: A. acquire, agree to acquire hostile or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect takeover activities with respect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less Company (including by means of a tender offer or soliciting proxies or written consents, other than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned recommended by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)Board); (ii) Transfer any acquire or propose to acquire additional Common Stock, Voting Securities Stock or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as other securities of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Company or any securities of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not prohibit the acquisition or proposal to acquire additional Common Stock or other Company securities that in the aggregate, together with such Party’s and its Affiliates’ beneficial ownership of any other Common Stock or other securities of the Company, does not cause such Party’s and its Affiliates’ aggregate beneficial ownership to exceed nineteen and ninety-nine hundredths percent (19.99%) of either the outstanding Common Stock or the voting power of the outstanding securities of the Company; provided, further, that the foregoing shall not prohibit and the Principal Stockholders shall have the right to participate pro rata, based on their respective beneficial ownership percentage of the outstanding Common Stock, in any equity capital raise by the Company or any of its subsidiaries; (iii) call a special meeting of the Stockholders; or (iv) seek additional representation on the Board or propose to nominate or remove, or vote to remove, any Directors of the Company (other than such Party’s Designated Directors, as applicable, in accordance with Section 1). (b) Specifically, but without limiting Section 3(a), during the period commencing at the Effective Time and ending on the Standstill Termination Date, without the prior written consent of the Company, each of the Principal Stockholders shall not, and shall cause its controlled Affiliates not to, directly or indirectly: (i) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture, acquisition or similar transaction involving the Company or any of its Affiliates or their properties, except as expressly permitted hereby; (ii) make or in any way participate in any “solicitation” of “proxies” (as such terms are used in Rule 14a-1 of Regulation 14A under the Exchange Act) or written consents to vote, seek to influence, or advise others with respect to the voting of any voting securities of the Company or any of its Affiliates (other than in a Designated Director’s capacity as a member of the Board); (iii) form, join or participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to any voting securities of the Company or any of its Affiliates (other than any group that may have been formed among the Principal Stockholders as a result of this Agreement); (iv) act to seek to control or influence the management, Board or policies of the Company, except through such Party’s applicable Designated Directors or as permitted by Section 3(c); (v) propose to remove, or vote to remove, any Directors of the Company (other than pursuant to the exercise of such Party’s right to nominate Designated Directors pursuant to Section 1); (vi) publicly disclose any intent, plan or arrangement inconsistent with this Agreement; or (vii) advise, assist, publicly propose or encourage others in connection with the above. (c) Notwithstanding the foregoing provisions of this Section 3, the foregoing provisions shall not, and are not intended to: (i) prohibit the ACII Entities or their respective Affiliates from providing the Company or its Affiliates assistance with operational and managerial matters or financial advisory services consistent with past practices; (ii) prohibit any Principal Stockholder or its controlled Affiliates from privately communicating with, including making any offer or proposal to, the Board; (iii) restrict in any manner how any Principal Stockholder or its controlled Affiliates vote their Common Stock or other Company securities, except as provided in Section 2; (iv) restrict the ability manner in which any Designated Director may (A) vote on any matter submitted to the Board or the Stockholders, (B) participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board; (v) restrict any Principal Stockholder Designees or any of its Affiliates from exercising selling or transferring any of their fiduciary duties Company securities; or (vi) limit, restrict or impair the Principal Stockholders or any of their respective Affiliates’ ability, in connection with an action conducted with the approval of the Board (provided that no such Board approval shall be required with respect to clauses (D) or (E) below), to directly or indirectly (A) propose, commit on, participate in and/or make a loan or other debt financing to the Company or any of its subsidiaries, (B) propose, commit on, participate in and/or provide debt financing to a prospective buyer regarding the Company or any of its subsidiaries or assets in a negotiated transaction with the Company, finance a third party’s effort to make a loan or other debt financing to the Company or any of its subsidiaries in a negotiated transaction with the Company or any of its subsidiaries, (C) participate in any process conducted pursuant to which the Company or any of its subsidiaries proposes to issue any additional equity interests, arrange for any debt financing or in which any of the businesses or assets of the Company or any of its subsidiaries are proposed to be sold or otherwise disposed of, in each case in accordance with the parameters of such process, (D) submit a proposal to the Board relating to the acquisition of all or substantially all of the assets or equity of the Company and its subsidiaries if the Company has entered into a definitive agreement with respect to the sale of all or substantially all of the assets or equity of the Company and its subsidiaries or (E) purchase debt of the Company or its subsidiaries in secondary market transactions. The term “debt” as directorsused in this paragraph shall include institutional debt (bank or otherwise), commercial paper, notes, debentures, bonds, other evidences of indebtedness, and debt securities, but shall not include any debt convertible or exchangeable for equity.

Standstill. (a) During the Designation Standstill Period, the Stockholder Investor, or any of its Affiliates, shall not and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including indirectly, except as expressly invited in a manner willfully designed to circumvent writing by the following provisions), alone or in concert with othersCompany: (i) in subject to Section 5.16, without the express consent of the Company, acquire any manner:additional equity securities (including Ordinary Shares, American Depositary Shares and Ordinary Share Equivalents) of the Company or any instrument that gives the Investor or any of its Affiliates the economic equivalent of ownership of an amount of securities of the Company (a “Derivative”) if, after such acquisition, the Investor would beneficially own more than twenty one percent (21.0%) of the Company’s outstanding share capital; A. acquire(ii) knowingly encourage or support a tender, agree to acquire exchange or make other offer or proposal by a Third Party, provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any public proposal to acquire such offer filed after such offer has commenced, the Investor shall not be prohibited from taking any of the actions otherwise prohibited by this clause (whether directly or indirectlyii) for so long as the Company maintains and does not withdraw such recommendation; (iii) propose (x) any merger, by purchaseconsolidation, business combination, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% , purchase of the outstanding shares of Common StockCompany’s assets or businesses, with or similar transaction involving the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Company or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (iv) formseek to have called any meeting of the shareholders of the Company, join propose or participate nominate for election to the Company’s board of directors any person whose nomination has not been approved by a majority of the Company’s board of directors (excluding the Designated Director, if any) or cause to be voted in favor of such person for election to the Company’s board of directors any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents (including any Derivatives) other than as contemplated by Section 5.3 hereof; (v) solicit proxies or consents or become a participant in a Group solicitation (as such terms are defined in connection with any Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the foregoing Company’s board of directors with respect to any matter, or seek to advise or influence any Third Party, with respect to voting of any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents (including any Derivatives); (vi) deposit any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents in a voting trust or subject any Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents to any arrangement or agreement with respect to the voting of such Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents other than a Group consisting of Stockholder and its Affiliates)as contemplated by Section 5.3 hereof; or (vvii) make act in concert with any Third Party to take any action in clauses (i) through (vi) above, or cause Parent to make form or join in a public announcement regarding “partnership, limited partnership, syndicate, or other group” with any intention Third Party within the meaning of Section 13(d)(3) of the Stockholder Exchange Act with respect to take an action which would be prohibited the equity securities (including any Derivatives) of the Company. Notwithstanding the foregoing, (A) the mere voting in accordance with Section 5.3 hereof of any voting securities of the Company held by the Investor or its Affiliates shall not constitute a violation of any of clauses (i) through (vii) above, (B) nothing in this Agreement shall prohibit the foregoingInvestor or any of its Affiliates from submitting to the board of directors of the Company or to management of the Company a confidential proposal for a transaction involving a Change of Control or other proposed action, provided that neither the Company nor the Investor or any of its Affiliates is required to publicly disclose the fact that such proposal or request to consider such a proposal was made, (C) if any executive officer or director of the Investor serves as a member of the Company’s board of directors, any action he or she takes in the performance of his or her duties as a member of the Company’s board of directors shall not be deemed to violate this Section 5.1, and (D) the provisions of this Section 5.1 shall terminate and be of no further force or effect if (i) the Company publicly announces the entry into a definitive agreement for the acquisition of the Company or more than fifty percent (50%) of its consolidated assets by a third party, or (ii) any person commences a tender or exchange offer with respect to the securities representing fifty percent (50%) or more of the voting power of the Company, unless the Company files a recommendation statement under Rule 14d-9 of the Exchange Act (or such successor provision) with the SEC within 10 business days following commencement of such offer advising the Company’s stockholders to reject such offer (provided that if any transaction referred to in the foregoing clauses (i) and (ii) is terminated or abandoned, then the provisions of this Section 5.1 shall again become effective). provided, however, In the event that the foregoing shall not restrict the ability Company engages in discussions or negotiations involving a possible Change of Control of the Stockholder Designees from exercising their fiduciary duties Company, the Investor will be given notice thereof and the right to participate in any process on substantially the same terms as directorsother participants.

Standstill. 3.1 As of the date of this Agreement, other than the Shares issued pursuant to the Purchase Agreement and the Warrant Shares issuable pursuant to the Warrant, the Investor represents that neither the Investor nor any Investor Affiliate beneficially owns any Common Stock or other securities entitled to be voted generally in the election of the Company Board or any direct or indirect options or other rights to acquire, or securities or other instruments that are convertible into, any such securities (collectively, “Securities”). 3.2 The Investor hereby agrees that, for a period commencing on the date hereof and ending on September 1, 2020 (the “Standstill Period”), it will not, and it will cause each Investor Affiliate and other Persons acting on its behalf or on behalf of any Investor Affiliate not to, unless invited in writing by the Company Board to take such action, 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 (other than the Company or a Company Affiliate) (x) any form of business combination, acquisition, Change of Control transaction or other transaction relating to the Company or any of its Affiliates (other than a partnership or comparable strategic transaction involving the out-license of one or more of the Company’s products) or (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its Affiliates. 3.3 During the Standstill Period, the Investor will not, and will cause its Affiliates and other Persons acting on its behalf not to, directly or indirectly, singly or with any other Person, unless invited in writing by the Company Board to take such action: (a) During acquire beneficial ownership of any Securities; provided, however, that Investor and any Investor Affiliate may acquire (i) Common Stock or Common Stock Equivalents pursuant to Section 9, (ii) Common Stock upon exercise of the Designation PeriodWarrant or (iii) Common Stock or Common Stock Equivalents directly from the Company at a purchase price per share to be agreed upon by the Company; provided further, neither the Investor nor any Investor Affiliate shall be permitted to acquire any shares of Common Stock pursuant to an exercise of the Warrant or otherwise to the extent that after giving effect to such acquisition, the Stockholder shall not Investor (together with the Investor Affiliates, and shall cause its Affiliates not to, without any other Persons acting as a group together with the prior written consent Investor or any of the majority Investor Affiliates), would beneficially own shares of Common Stock in excess of the entire Board of Directors Beneficial Ownership Limitation; (excluding b) make a tender, exchange or other offer to acquire any representatives Securities; (c) with respect to the Company or designees its Securities, make, engage or in any way participate in, directly or indirectly, any “solicitation” (as such term is used in the proxy rules of the StockholderSEC) of proxies or consents (whether or not relating to the election or removal of directors), either directly or indirectly seek to advise or influence any third Person with respect to the voting of any Securities; (including d) call or seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company Board any Person or cause any of its Securities to be voted in favor of any Person whose nomination has not been approved by the Company Board; (e) initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the SEC) stockholders of the Company for the approval of stockholder proposals made to the Company, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other Person to initiate any such stockholder proposal, regardless of its purpose; (f) deposit any Securities in a manner willfully designed voting trust or subject any Securities to circumvent any arrangement or agreement with respect to the following provisions), alone or voting of such Securities; (g) (i) act in concert with others:other Persons to take any action in clauses (a) through (e) above or to form a group with others with respect to any Securities or (ii) enter into discussions, negotiations, arrangements or agreements with others relating to the actions referred to in clauses (a) through (e) above; (h) take any action which would reasonably be expected to require the Company to make a public announcement in respect of any matter contemplated by Section 3.2 or this Section 3.3; or (i) request or propose in writing to the Company Board, any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offermember(s) any material assets of Parent thereof or any subsidiary officer of Parent; or B. make the Company that the Company amend, waive or consider the amendment or waiver of, any Share Acquisition unless provisions set forth in Section 3.2 or this Section 3.3. Notwithstanding anything in Section 3.2 or Section 3.3 to the contrary, the restrictions set forth in Section 3.2 and Section 3.3 will not apply, solely to the extent necessary to facilitate a public or private offer by the Investor to enter into a Change of Control transaction, upon the earliest to occur of (x) after giving effect the public announcement by the Company of its entry into a definitive agreement providing for a Change of Control, (y) as long as the Investor has not violated Section 3.2 or Section 3.3 with respect to such third Person, the Share public announcement by a third Person of any tender, exchange or other offer or proposal the consummation of which would result in a Change of Control (an “Acquisition Proposal”) and as to which the Stockholder and its Affiliates Company has not publicly made a recommendation against such Acquisition Proposal or (z) as long as the Investor has not violated Section 3.2 or Section 3.3 with respect to such third Person, a third Person publicly discloses that it has beneficial ownership of, or has entered into an agreement that would Beneficially Own less than 34.5% of the outstanding allow such third Person to acquire shares of Common Stock, in each case in excess of 10.0% of the Common Stock, other than a third Person that is a passive investor that has filed a Schedule 13G with respect to its beneficial ownership and has not filed a Schedule 13D with respect to such beneficial ownership; provided, however, that if (i) any of the number transactions referred to in (a) or (b) terminates and the Company has not made a public announcement of outstanding shares calculated based on the number of shares reported outstanding by Parent its intent to solicit or engage in a transaction (or has announced its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is decision to be made during the Section 382 Limitation Period, then (Idiscontinue pursuing such a transaction) the Current Price as consummation of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that which would result in such an increase may be effected under this clause (III) only to the extent a Change of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) Control, or (IVii) such Share Acquisition is third Person referred to in (Xc) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition publicly discloses that it no longer beneficially owns more than 10.0% of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant terminates the agreement referred to a tender offer in (c) above, then the restrictions contained in Section 3.2 and Section 3.3 will again be applicable. Furthermore, notwithstanding anything in Section 3.2 or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant 3.3 to the rights granted pursuant to Section 6 hereof; or contrary, the Investor will not be prohibited from (C1) solicit proxies or shareholder consents or be making a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant confidential proposal to the rights granted pursuant Company Board that, on its own, is reasonably expected to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of not require the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent Company to make a public announcement regarding any intention such proposal and (2) entering into discussions with potential capital sources and financial, legal, accounting and other professional advisors that are subject to confidentiality obligations solely for the purpose of preparing, and to facilitate, a confidential proposal to the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties Company Board as directorsdescribed in (1) above.

Standstill. The Company will not, from and after the date hereof and until the thirtieth (a30) During day following the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written consent later of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition date on which the Stockholder and its Affiliates would Beneficially Own less than 34.5% Holder may sell all of the outstanding shares of Common Stock, with Exchange Shares without restriction or limitation pursuant to Rule 144 and (ii) the number of outstanding shares calculated based date the Company files its Quarterly Report on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-Kfor the quarterly period ended June 30, as filed with 2014 (such later date, the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 "Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)Date"), (IIIx) consummate any sale, pledge, contract to sell or other disposition of any equity securities or securities convertible, exercisable or exchangeable into equity securities of the Company (collectively, “Equity Securities”), other than Equity Securities (that are at the time of issuance and until the Threshold Date, shall be "restricted securities" (as defined under Rule 144)) issued or issuable: (A) to directors, officers, employees or bona fide consultants performing services typically performed by employees of the Company in their capacity as such Share Acquisition is made pursuant to Section 7 the Company’s existing or any future stock option, stock incentive or similar plan (as the same may be amended from time to time) approved by the Company’s Board of this AgreementDirectors and majority stockholders, (B) upon the conversion or exercise of Equity Securities (other than securities that are covered by clause (A) above) issued prior to the date hereof; and (C) pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the extent such Share Acquisition pursuant to this clause (IIIequity holders of a Person) would otherwise result which is, itself or through its subsidiaries, an operating company or an owner of an asset in an increase in a business synergistic with the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 business of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only Company and shall provide to the extent Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the remaining available Stockholder Buffer Shares (as determined pursuant Company is issuing securities for the purpose of raising capital or to Section 4.2(c)) or (IV) such Share Acquisition an entity whose primary business is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result investing in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b)securities, (y) enter into any equity line of credit, "at-the-market" offering (as defined in Rule 415(a)(4) under the parties otherwise agree in writing not to apply Section 4.2(b▇▇▇▇ ▇▇▇) to such Section 382 Transfer or substantially similar transaction, or (z) such Section 382 Transfer is pursuant allow any registration statement with respect to a tender any of the Company's securities to be declared effective by the Stockholder SEC. For the avoidance of any Common Stockdoubt, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer the Company shall not be prohibited from: (i) closing the exchanges contemplated by a third party the Other Agreements, (ii) engaging in discussions, negotiations and document preparation with potential investors and agents regarding financing plans and related transactions for such securities that is open to all stockholders of Parent the Company and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose filing a registration statement with the SEC to register a primary offering of securities of the Company, as long as any Person such registration statement is not declared effective with the SEC on or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant prior to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsThreshold Date.

Standstill. (a) During The Investor and its controlled Affiliates agree that following the Designation PeriodClosing 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%) or more of the issued and outstanding Voting Securities, the Stockholder Investor shall not not, and shall cause its controlled Affiliates not toand, if acting at the direction or on the behalf of any Holder or controlled Affiliate of any Holder, the Representatives of the Holders and their controlled Affiliates to not, directly or indirectly, alone or in concert with any other Person, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersas expressly permitted herein: (i) in any manner: A. acquire, solicit, propose, seek or offer or agree to acquire any Beneficial Ownership of any Voting Securities, including any rights, warrants or make any public proposal options to acquire (whether directly acquire, or indirectlysecurities convertible into or exchangeable for, by purchasesuch Voting Securities, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause the Investor Beneficially Owning fifteen percent (III15%) only to the extent or more of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock issued and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))outstanding Voting Securities; (ii) Transfer publicly propose or publicly offer or participate in any Common Stockeffort 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 or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior with respect to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made Extraordinary Transaction in accordance with Section 4.2(b3, 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 than solicitations or acting as a participant in support of the voting obligations of such Holders pursuant to Section 3, if applicable; (yvi) seek or propose to influence, change or control the parties otherwise agree 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 governmental agency or any disclosure to any journalist, member of the media or securities analyst) (A) concerning any potential matter described in writing not to apply Section 4.2(bclause (ii) to such Section 382 Transfer above, (B) in support of any matter described in clause (iv) above, or (zC) such Section 382 Transfer is in support of any solicitation described in clause (v) or (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 any Voting Securities (other than to a designated representative of the Company pursuant to a tender 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; 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 Stockholder Company or its Affiliates; or (x) publicly announce an intention to do, or enter into any discussions, negotiations, agreement, arrangement or understanding with others to do, any 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 Common Stockof the foregoing. (b) Notwithstanding the foregoing, a Holder and its Representatives shall be entitled to make private proposals or have confidential discussions with the Chief Executive Officer of the Company and the chairperson of the Board, or the full Board (or any committee thereof), regarding any of the matters set forth in this Section 2(a) as long as that such proposal or discussion is not publicly disclosed, and does not require public 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 or Derivative Securities in any manner. (c) Section 2(a) shall immediately terminate and be of Parent no further force and effect in the event that it Beneficially Owns pursuant to the applicable Holder and its controlled Affiliates are not then in breach of this Section 2: (i) the Company enters into a definitive agreement with an unaffiliated third party involving a Change of Control; (ii) a bona fide tender offer or exchange offer by with respect to the Equity Securities is commenced which, if successful, would result in a Change of Control to an unaffiliated third party for party, and the Board either has recommended in favor of such securities that is open transaction or has failed to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement;recommend against such transaction within ten (10) Business Days after the commencement thereof; or (iii) (A) propose the Company becomes subject to any Person voluntary or take substantial steps involuntary reorganization or restructuring process under Laws relating to effect bankruptcy, insolvency or enter into any business combinationprotection of creditors generally. If Section 2(a) shall have terminated as the result of either the foregoing clause (i) or clause (ii), restructuring, recapitalization 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 sale or other disposition outside applicable Change of Control occurring. (d) Section 2 shall apply to a Holder that is an permitted assignee of the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted Investor pursuant to Section 6 hereof; or (C15(o) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant same manner it applies to the rights granted pursuant Investor; provided that the Investor transfers to Section 6 hereof; such Holder its Equity Securities constituting at least nine percent (iv9%) form, join or participate in a Group of the then-issued and outstanding Voting Securities in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorssuch assignment.

Standstill. During the Standstill Term, neither the Seller nor any of its Affiliates other than the Excluded Parties (collectively, the “Standstill Parties”) shall (and the Seller shall cause its Standstill Parties not to), except as expressly approved or invited in writing by the Company: (a) During the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a tender, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equivalents other than the Share Consideration; (b) directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company, or (ii) propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by purchasea majority of the Company’s Board of Directors or cause to be voted in favor of such person for election to the Company’s Board of Directors any Shares of Then Outstanding Common Stock; (c) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group the consummation of which would result in a Change of Control (an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company wherein a majority of the Company’s Board of Directors recommend that stockholders accept any such Acquisition Proposal, the Standstill Parties shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1(c) in connection with such Acquisition Proposal for so long as the Company’s Board of Directors maintains and does not withdraw such recommendation; (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any matter, or seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock of the Company; (e) deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; (f) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, or similar transaction involving the Company or (ii) any material assets recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (g) act in concert with any Third Party to take any action in clauses (a) through (f) above, or form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” within the meaning of Parent Section 13(d)(3) of the Exchange Act; (h) enter into discussions, negotiations, arrangements or agreements with any subsidiary of ParentPerson relating to the foregoing actions referred to in (a) through (g) above; or B. make any Share Acquisition unless (xi) after giving effect request or propose to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% Company’s Board of Directors, any member(s) thereof or any officer of the outstanding shares of Common StockCompany that the Company amend, with waive, or consider the number of outstanding shares calculated based on the number of shares reported outstanding by Parent amendment or waiver of, any provisions set forth in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and this Section 3.1 (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to including this clause (IIIi)); provided, however, that (A) would otherwise result nothing contained in an increase this Section 3.1 shall prohibit the Standstill Parties from making confidential, non-public proposals to the Company for a transaction of the type described in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition foregoing clause (f) that would result in such an increase may be effected under this clause (III) only to the extent a Change of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common StockControl, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made mere voting in accordance with Section 4.2(b), (y) 4.1 hereof of any voting securities of the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender Company held by the Stockholder Standstill Parties shall not constitute a violation of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; clauses (iiia) through (Ah) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsabove.

Standstill. (a) During The Investor will not be obliged to dispose of any Voting Stock to the Designation Periodextent that the aggregate percentage of the Total Voting Power of the Company represented by Voting Stock beneficially owned by the Investor or which the Investor has a right to acquire is increased beyond the Standstill Percentage (i) as a result of a recapitalization of the Company or a repurchase or exchange of securities by the Company or any other action taken by the Company or its affiliates; (ii) as a result of an equity index transaction, the Stockholder provided that Investor shall not and shall cause its Affiliates not to, without vote such shares; (iii) by way of stock dividends or other distributions or rights or offerings made available to holders of shares of Voting Stock generally; (iv) with the prior written consent of the a simple majority of the entire independent authorized members of the Company's Board of Directors Directors; or (excluding v) as part of a transaction on behalf of Investor's Defined Benefit Pension Plan, Profit Sharing Retirement Plan, 401(k) Savings Plan, Sheltered Employee Retirement Plan and Sheltered Employee Retirement Plan Plus, or any representatives successor or designees additional retirement plans thereto (collectively, the "Retirement Plans") where the Company's shares in such Retirement Plans are ----------------- voted by a trustee for the benefit of Investor employees or, for those Retirement Plans where Investor controls voting, where Investor agrees not to vote any shares of such Retirement Plan Voting Stock that would cause Investor to exceed the Stockholder)Standstill Percentage. (b) As used in this Article 8, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) the term "Voting Stock" means the ------------ Common Stock and any other securities issued by the Company having the ordinary power to vote in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets the election of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% directors of the outstanding shares Company (other than securities having such power only upon the happening of Common Stocka contingency that has not occurred), with (ii) the term "Voting Power" of any Voting Stock means the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition ------------ votes such Voting Stock is entitled to be made during the Section 382 Limitation Period, then (I) the Current Price as cast for directors of the date Company at any meeting of stockholders of the Share Acquisition is greater than or equal to the Section 382 Threshold PriceCompany, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to the term "Total Voting Power" ------------------ means the total number of votes which may be cast in the election of directors of the Company at any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or meeting of stockholders of the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant Company if all Voting Stock was represented and voted to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or fullest extent possible at such meeting, other than votes that may be cast only upon the happening of a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; contingency that has not occurred and (iv) formthe term "Majority Owned -------------- Subsidiary" means a corporation a majority of whose voting securities are owned ---------- by Investor. For purposes of this Section 8, join the Investor shall not be deemed to have beneficial ownership of any Voting Stock held by a pension plan or participate in a Group in connection with any other employee benefit program of the foregoing (other than a Group consisting Investor if the Investor does not have the power to control the investment decisions of Stockholder and its Affiliates); or (v) make such plan or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsprogram.

Standstill. (a) During the Designation Periodperiod commencing on the date this Agreement becomes effective in accordance with Section 9M and ending at the time the ▇▇▇▇ Investors and their Affiliates no longer beneficially own any of the voting securities of the Company, the Stockholder each ▇▇▇▇ Investor shall not not, and shall cause its Affiliates and Representatives, to the extent such Representatives are acting on behalf of such ▇▇▇▇ Investor, not to, without the prior written consent take any of the majority following actions; provided, that nothing in this Section 5 shall (x) limit any action required to be taken by an Appointed Director in his or her capacity as a director of the entire Board of Directors (excluding any representatives Company to the extent such Appointed Director reasonably believes he or designees she is required to take such action in order to comply with his or her fiduciary duties in his or her capacity as a director of the Stockholder)Company, either directly (y) prohibit any ▇▇▇▇ Investor from voting in any manner (except as otherwise required in order to comply with this Section 5) on matters put to stockholders of the Company for their approval, or indirectly (including in a manner willfully designed z) limit any ▇▇▇▇ Investor’s ability to circumvent make confidential suggestions, recommendations or proposals to the following provisions)Company, alone the Board or in concert with others:any of the directors of the Company so long as such suggestions, recommendations or proposals would not be reasonably be expected to require the Company to make public disclosure thereof (and if such suggestions, recommendations or proposals would require the Company to make public disclosure such suggestions, recommendations and proposals will be deemed to be immediately and automatically withdrawn and not to have been made): (i) in any manner: A. acquire, acquire or agree to acquire (except by way of stock dividends or make other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis, provided that any public proposal such securities so received shall be subject to acquire (whether the provisions hereof), directly or indirectly, whether by purchase, tender or exchange offer) any material assets , through the acquisition of Parent control of another Person (other than an aggregate amount of outstanding voting securities of the Company acquired by a ▇▇▇▇ Investor or any subsidiary of Parent; or B. make its controlled Affiliates in its ordinary course of business as a result of the acquisition of any Share Acquisition unless (x) after giving effect to portfolio company or other investment entity that owns such securities at the Share Acquisition time of such acquisition if such additional securities represent in the Stockholder and its Affiliates would Beneficially Own aggregate less than 34.5% two percent (2%) of the then outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as voting securities of the date Company or such acquisition is expressly approved in written resolutions duly adopted by the Board, by joining a partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3) of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)Securities Exchange Act), or otherwise, beneficial ownership of any voting securities of the Company (III) such Share Acquisition is made pursuant to Section 7 including any voting securities of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent Company beneficially owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)any WCP Investor); (ii) Transfer engage, or in any Common Stockway participate, Voting in any “solicitation” (as such term is defined in Rule 14a-1(l) under the Securities Exchange Act) of proxies or Derivative Securities consents (whether or not relating to the election or removal of Parent during directors); seek to advise, encourage or influence any Person with respect to the Section 382 Limitation Period if both (A) the Current Price as voting of any voting securities of the date of Company; initiate, propose or make any stockholder proposals, whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Securities Exchange Act or otherwise; induce or attempt to induce any other Person to initiate any such Transfer is less stockholder proposal; or otherwise communicate to any Person (other than the Section 382 Threshold Price and (BCompany, the Board or any of the directors of the Company) how it intends to vote the transferee is a holder voting securities of Parent’s Equity Interests who is not a 5 Percent Shareholder prior the Company beneficially owned by such ▇▇▇▇ Investor on any matter put to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) or proposed to be put to the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject the Company for their approval (whether at an annual or special meeting of stockholders of the Company, by written consent or otherwise) or otherwise seek to Section 4.3 remove any director of this Agreementthe Company; (iii) (A) propose to any Person or take substantial steps to effect or enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any merger, consolidation, business combination, restructuringtender or exchange offer, recapitalization or the sale or other disposition outside purchase of a substantial portion of the ordinary course assets of business of any material asset of Parent or other extraordinary transaction involving Parent the Company or any of its subsidiariesSubsidiaries, sale or purchase of securities or debt of or similar transactions involving the Company or any of its Subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof;or (iv) formpublicly disclose any intention, join plan, arrangement or participate in a Group in connection understanding inconsistent with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. (a) During the Designation Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written consent Neither any member of the majority Purchaser Group nor any Purchaser Successor shall enter into any transaction or series of transactions as a result of which the members of the entire Board of Directors Purchaser Group, together with all Purchaser Successors, collectively would have beneficial ownership (excluding any representatives or designees as such term is defined in Section 13(d) of the StockholderSecurities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the "Exchange Act")) in the aggregate of 50% or more of the outstanding voting securities of the Corporation, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersunless: (i) in any manner: A. acquireconnection therewith, agree to acquire such member of the Purchaser Group or make any public proposal to acquire (whether directly or indirectly, by purchase, Purchaser Successor commences a tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% offer for all of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as voting securities of the date of the Share Acquisition is greater than or Corporation (at a price at least equal to the Section 382 Threshold Pricemarket price thereof immediately prior to the earlier of the public announcement or commencement thereof) or acquires, (II) the amount or enters into an agreement to acquire, all of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined such voting securities pursuant to Section 4.2(c)), a merger or other business combination transaction with the Corporation (III) such Share Acquisition is made pursuant to Section 7 it being understood that the prohibitions set forth in the first sentence of this AgreementSection 6 of this Article V shall not apply (A) to any such offer, provided that to merger or transaction or (B) from and after the extent consummation of such Share Acquisition pursuant to this clause (III) would otherwise offer, merger or transaction if, but only if, as a result in an increase of the consummation thereof the members of the Purchaser Group, together with any Purchaser Successor, have beneficial ownership in the percentage aggregate of Common Stock of Parent owned by the Stockholder for purposes of Section 382 50% or more of the Code, then such portion outstanding voting securities of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)Corporation); (ii) Transfer any Common Stock, Voting Securities such transaction or Derivative Securities series of Parent during the Section 382 Limitation Period if both (A) the Current Price as transactions is approved by an affirmative vote of a majority of the date independent directors of such Transfer is less than the Section 382 Threshold Price and Board of Directors of the Corporation; or (Biii) the transferee is a holder of Parent’s Equity Interests who party that is not an Affiliate of any member of the Purchaser Group or of any Purchaser Successor acquires (and continues to hold), or has announced its intention (and is currently seeking) to acquire, through any transaction or series of transactions, including through any tender or exchange offer, beneficial ownership in the aggregate of 25% or more of the outstanding voting securities of the Corporation or has announced its intention (and is currently seeking) to effect a 5 Percent Shareholder prior to such Transfer but who would become, merger or other business combination transaction with the Corporation as a direct result of which such Transferparty would become the beneficial owner of 25% or more of the outstanding voting securities of the surviving corporation of the merger or business combination, which merger or other business combination has been approved by the Board of Directors of the Corporation; provided, however, in the event that any member of the Purchaser Group or any Purchaser Successor makes any such acquisition pursuant to the exception provided in this clause (iii) then, unless such acquisition was also in accordance with clause (i) or (ii) above or unless either of the following paragraphs is also applicable, a majority of the Board of Directors of the Corporation shall continue to consist of independent directors. The requirements set forth in Section 5 Percent Shareholder (any such Transfer, a “and Section 382 Transfer”), unless 6 of this Article V shall cease to apply from and after the first to occur of (x) such Section 382 Transfer is made in accordance with Section 4.2(b)time as a majority of the independent directors so determines, (y) the parties otherwise agree acquisition of beneficial ownership of 50% or more of the outstanding voting securities of the Corporation under the circumstances described in writing not to apply Section 4.2(bclauses (i) to such Section 382 Transfer or (ii) above or (z) the members of the Purchaser Group and the Purchaser Successors acquire aggregate beneficial ownership of 80% or more of the outstanding voting securities of the Corporation. In determining whether Section 5 and Section 6 of this Article V shall have ceased to apply at any time in accordance with this paragraph, the percentage beneficial ownership of the outstanding voting securities of the Purchaser Group and Purchaser Successors at any time shall be determined as follows: First, the number of shares of voting securities beneficially owned at such Section 382 Transfer is pursuant to a tender time by the Stockholder Purchaser Group, together with the number of shares of voting securities beneficially owned by all Purchaser Successors, shall be the numerator. Second, the number of issued and outstanding voting securities of the Corporation at such time shall be determined and there shall be added to such number an amount of voting securities equal to the number of shares of Common Stock purchased by the Corporation from and after May 6, 2008. This number shall be the denominator. Third, the numerator, determined as provided above, shall be divided by the denominator, determined as provided above, and the resulting percentage shall be considered the percentage beneficial ownership of the Purchaser Group and all Purchaser Successors at such time. The foregoing determination, or any other calculation as to the beneficial ownership of the outstanding voting securities of any Common StockPerson, Voting Securities shall be made by the “independent directors”, based on such information, opinions, reports or Derivative Securities statements presented by such Persons as the “independent directors” reasonably believe are within such Persons’ professional or expert competence and selected with reasonable care by or on behalf of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer the Corporation. Any such determination by a third party for such securities that is open to all stockholders the “independent directors” shall be conclusive and binding, absent manifest error. As used in these Articles, the following terms shall have the meanings set forth below: An “Affiliate” of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person shall mean another Person that directly or take substantial steps to effect indirectly, through one or enter into any business combinationmore intermediaries, restructuringControls, recapitalization is Controlled by, or is under common Control with, such first Person. Liberty Media Corporation and the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing Corporation shall not restrict the ability be deemed Affiliates of the Stockholder Designees from exercising their fiduciary duties as directorsone another.

Standstill. (a) During At all times prior to the Designation PeriodEarly Termination Date, the Stockholder Apollo shall not not, and shall cause its Affiliates not to, without the prior written consent acquire, offer to acquire, or agree to acquire, by purchase or otherwise, any Voting Securities of the majority Company or any of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersother than: (i) in any manner: A. acquirethe Converted Shares, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares as a result of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d));split, stock dividend or similar recapitalization, (ii) Transfer any Common Stock, acquisitions of Voting Securities or Derivative that together with all Voting Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as owned by Apollo and its Affiliates do not exceed 15% of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Total Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement;Power. (iii) (A) propose to any Person stock options or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the similar rights granted pursuant to Section 6 hereof; as compensation for performance as a director or officer of the Company or its Subsidiaries (C) solicit proxies or shareholder consents or be a participant in and any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof;shares issuable upon exercise thereof), (iv) form, join transfers between or participate in a Group in connection with any of among the foregoing (other than a Group consisting of Stockholder and its Affiliates); orApollo Entities, (v) make or cause Parent any rights that are granted to make a public announcement regarding all Stockholders (and any intention shares issuable upon exercise thereof), and (vi) acquisitions of Voting Securities approved by the Stockholder to take an action which would be prohibited by any of the foregoingCompany. provided, however, that (A) if Apollo or any of its Affiliates in good faith inadvertently acquires Voting Securities in violation of these provisions and within 30 business days after the foregoing first date on which it has actual knowledge (including by way of written notice given by the Company) that a violation has occurred Apollo or any of its Affiliates shall have transferred any shares of Common Stock held in violation of these provisions to unrelated third parties so that Apollo and its Affiliates no longer beneficially own any such shares or have any agreement or understanding relating to such shares, this Section 5(a) shall be deemed to not have been violated; and (B) no violation of this provision shall be deemed to have occurred by reason of the indirect acquisition of beneficial ownership of securities resulting from (x) investments in investment funds as to which Apollo has no control or power to control with respect to voting or investment decisions or (y) acquisitions of securities by a limited partner in Apollo or an Affiliate thereof as to which limited partner Apollo has no control or power to control; (b) The obligations of Stockholders under Section 5(a) shall terminate on the first date (the "Early Termination Date") on which any of ---------------------- the following events occurs: (i) At any time after the fifth anniversary of the Closing Date, the Shares represent less than 3% of the fully diluted equity interests in the Company (calculated giving effect to the exercise of all outstanding options, warrants and other rights to purchase to acquire any Equity Interests of the Company). (ii) If the Company shall, in breach of its obligations under this Agreement, fail to nominate for election to the Board the designees set forth by Apollo pursuant to Section 3(a). (iii) The Company shall be in material breach of any of its other obligations under the Purchase Agreement or any Other Agreement and such breach shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorshave been cured within 10 days.

Standstill. (a) During Purchaser agrees that until the Designation Period, second anniversary of the Stockholder shall not and shall cause its Affiliates not toClosing Date, without the prior written consent approval of the majority Independent Common Directors, none of Purchaser or any of its Affiliates will, directly or indirectly in any way, acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any Common Stock of the entire Company if such acquisition would result in Purchaser or its Affiliates having Beneficial Ownership of 49.9% or more of the outstanding shares of Common Stock of the Company. (b) Purchaser agrees that from the second anniversary of the Closing Date through the third anniversary of the Closing Date, without the prior written approval of the Independent Common Directors, none of Purchaser or any of its Affiliates will, directly or indirectly in any way, acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any outstanding shares of Common Stock of the Company if such acquisition would result in Purchaser or its Affiliates having Beneficial Ownership of 49.9% or more of the outstanding shares of Common Stock of the Company, unless such acquisition or offer or agreement to acquire such Common Stock is made pursuant to a Permitted Tender Offer (for the avoidance of doubt, for purposes of calculating the Beneficial Ownership of Purchaser and its Affiliates hereunder, (x) any security that is convertible into, or exercisable for, any Common Stock that is Beneficially Owned by Purchaser or its Affiliates shall be treated as fully converted or exercised, as the case may be, into the underlying Common Stock and (y) Common Stock and securities convertible into, or exercisable for, Common Stock, that are Beneficially Owned by Purchaser and its Affiliates shall be aggregated). (c) Except to the extent expressly permitted by Section 4.1(a) or (b), Purchaser agrees that until the third anniversary of the Closing Date, without the prior written approval of the Independent Common Directors, none of Purchaser or any of its Affiliates will, directly or indirectly: (1) enter into or agree, offer, propose or seek (either publicly or privately, except to the Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including Independent Common Directors in a manner willfully designed that does not require the Company to circumvent publicly disclose) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of the following provisionsCompany or any of the Company Subsidiaries or any acquisition transaction for all or part of the assets of the Company or any Company Subsidiary or any of their respective businesses; (2) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder (the “Exchange Act”) disregarding clause (iv) of Rule 14a-1(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any Company Subsidiary; provided that this subsection shall not be deemed to restrict (x) the Preferred Stock Directors from participating as members of the Board of Directors and any committees thereof in their capacity as such or (y) any Liberty Party from opposing publicly or privately, voting against and encouraging others to vote against any proposal of a third party regarding a merger or other business combination, or opposing publicly or privately any tender or exchange offer, regardless of whether such proposal or offer is supported by the Board of Directors; (3) call or seek to call a meeting of the stockholders of the Company or any of the Company Subsidiaries or initiate any stockholder proposal for action by stockholders of the Company or any of the Company Subsidiaries, form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any voting securities of the Company, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of the Company or any Company Subsidiaries; provided that this subsection shall not be deemed to restrict the Preferred Stock Directors from participating as members of the Board of Directors and any committees thereof in their capacity as such; or (4) bring any action or otherwise act to contest the validity of this Section 4.1 or seek a release of the restrictions contained herein, or make a public request to amend or waive any provision of this Section 4.1. (d) The provisions of Section 4.1(a), (b), and (c), and Section 4.2, shall terminate immediately and automatically upon the first to occur of any of the foregoing: (1) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (2) the Company or any material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner:, any proceeding or petition described in clause (1) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer3) any material assets of Parent proposal relating to a merger or other transaction, pursuant to which Purchaser or any subsidiary of Parentits Affiliates would acquire majority control of the Company, shall be submitted to a vote of the holders of Common Stock of the Company pursuant to Section 4.1(a), (b) or (c) with the prior written approval of the Independent Common Directors, and such proposal shall have received the affirmative vote of a majority of the shares of Common Stock outstanding immediately prior to the commencement of such Permitted Tender Offer and not owned by Purchaser or any of its Affiliates; or B. make any Share Acquisition unless (x4) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% second anniversary of the outstanding Closing Date, the Purchaser shall consummate the purchase of shares of Common StockStock tendered pursuant to a Permitted Tender Offer in compliance with Section 4.1(b), with the number of outstanding shares calculated based on if the number of shares reported outstanding by Parent tendered in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as such Permitted Tender Offer constituted a majority of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock outstanding immediately prior to the commencement of Parent such Permitted Tender Offer and not owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Purchaser or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof;Affiliates. (ive) form, join or participate in a Group in connection with any For purposes of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.this Agreement,

Standstill. (a) During Each Purchaser covenants to and agrees with the Designation Period, the Stockholder shall not and shall cause its Affiliates not toCompany that, without the Company’s prior written consent consent, neither such Purchaser nor any of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates will, either directly or indirectly until the date that is ninety (including in a manner willfully designed to circumvent 90) days after the following provisions), alone or in concert with others:Closing Date (the “Standstill Period”): (i) in any manner: A. way acquire, offer or propose to acquire or agree to acquire legal title to or make Beneficial Ownership of any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Company Securities; (ii) Transfer make any Common Stockpublic announcement with respect to, Voting or submit to the Company or any of its directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal for the acquisition of any Company Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose respect to any Person or take substantial steps to effect or enter into any merger, consolidation, business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business purchase of any material asset substantial portion of Parent or other extraordinary transaction involving Parent or the assets of the Company of any of its subsidiaries; (B) seek election Subsidiaries, in which such Purchaser and its Affiliates are involved, and whether or not such proposal might require the making of a public announcement by the Company unless the Company shall have made a prior written request to or seek such Purchaser to place submit such a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofproposal; (iviii) formseek or propose to influence, join advise, change or participate in a Group in connection control the management, the board of directors of the Company, governing instruments or policies or affairs of the Company by way of any public communication or communication with any Person other than the Company, or 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) to vote any Company Securities or become a “participant” in any “election contest” as such terms are defined and used in Rule 14a-11 under the Exchange Act) with respect to Company Securities; provided, however, that nothing in this clause (iii) shall prevent such Purchaser or its Affiliates from (x) voting in any manner any Company Securities over which such Purchaser or such Affiliates has Beneficial Ownership or (y) communicating privately with shareholders of the foregoing Company to the extent such communication does not constitute a “solicitation” of “proxies,” as such terms are defined or used in Regulation 14A under the Exchange Act and the number of persons with whom such Purchaser communicates is fewer than ten (other than a Group consisting of Stockholder and its Affiliates10); or (viv) make a request to amend or cause Parent waive any provision of this Section 5.5(a). Notwithstanding the above provisions under this Section 5.5(a), with respect to make a public announcement regarding each case under items (i) – (iii) above, if at any intention time the Company issues any Company Securities (except for any Company Securities issued or granted pursuant to the employee share incentive plan of the Stockholder to take an action which would be prohibited by any Company existing as of the foregoing. provided, however, that the foregoing date hereof (but such exception shall not restrict apply to any future amendments which may be made to such plan)) or sells any treasury ADSs, each Purchaser shall have the ability right to acquire such number of Company Securities in order to maintain the Stockholder Designees from exercising their fiduciary duties same percentage ownership it owns in the Company prior to such issuance or sale of such Company Securities or treasury ADSs (as directorsapplicable) (on a fully diluted and as converted basis as defined in the Exhibit C). (b) For purposes of this Agreement, a Person shall be deemed to have “Beneficial Ownership” of any securities in respect of which such Person or any such Person’s Affiliates is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act as in effect on the date hereof.

Standstill. (a) During At all times prior to the Designation PeriodEarly Termination Date, the Stockholder Apollo shall not not, and shall cause its Affiliates not to, without the prior written consent acquire or agree to acquire, by purchase or otherwise, any Voting Securities of the majority Company or any of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersother than: (i) in any manner: A. acquirethe Converted Shares, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares as a result of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d));split, stock dividend or similar recapitalization, (ii) Transfer any Common Stock, acquisitions of Voting Securities or Derivative that together with all Voting Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as owned by Apollo and its Affiliates do not exceed 15% of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Total Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement;Power, (iii) (A) propose to any Person stock options or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the similar rights granted pursuant to Section 6 hereof; as compensation for performance as a director or officer of the Company or its Subsidiaries (C) solicit proxies or shareholder consents or be a participant in and any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof;shares issuable upon exercise thereof), (iv) form, join transfers between or participate in a Group in connection with any of among the foregoing (other than a Group consisting of Stockholder and its Affiliates); orApollo Entities, (v) make or cause Parent any rights that are granted to make a public announcement regarding all Stockholders (and any intention shares issuable upon exercise thereof), and (vi) acquisitions of Voting Securities approved by the Stockholder to take an action which would be prohibited by any of the foregoing. Company; provided, however, that (A) if Apollo or any of its Affiliates in good faith inadvertently acquires Voting Securities in violation of these provisions and within 30 business days after the foregoing first date on which it has actual knowledge (including by way of written notice given by the Company) that a violation has occurred Apollo or any of its Affiliates shall have transferred any shares of Common Stock held in violation of these provisions to unrelated third parties so that Apollo and its Affiliates no longer beneficially own any such shares or have any agreement or understanding relating to such shares, this Section 5(a) shall be deemed to not restrict the ability have been violated; and (B) no violation of this provision shall be deemed to have occurred by reason of the Stockholder Designees indirect acquisition of beneficial ownership of securities resulting from exercising their fiduciary duties (x) investments in investment funds as directorsto which Apollo has no control or power to control with respect to voting or investment decisions or (y) acquisitions of securities by a limited partner in Apollo or an Affiliate thereof as to which limited partner Apollo has no control or power to control; (b) The obligations of Stockholders under Section 5(a) shall terminate on the first date (the "Early Termination Date') on which either of the following events occurs: (i) The earlier of (A) any time after the fifth anniversary of the Closing Date, if at such time, the Shares represent the lesser of (1) 3% of the fully diluted equity interests in the Company (calculated giving effect to the exercise of all outstanding options, warrants and other rights to purchase or acquire any Equity Interests of the Company), and (2) one million (1,000,000) shares of Common Stock; and (B) June 30, 2008. (ii) If the Company shall, in breach of its obligations under this Agreement, fail to nominate for election to the Board the designee set forth by Apollo pursuant to Section 3(a).

Standstill. 10.1 Until such time as the Teads Stockholders together with their Affiliates hold in the aggregate less than 15% of the total voting power of the outstanding capital stock of the Company determined on an as-converted basis (a) During the Designation “Standstill Period, the Stockholder shall not and shall cause its Affiliates not to”), without the prior written consent approval of the majority Board to be given in its discretion, the Teads Stockholders shall not, and shall cause their Affiliates that are Entities (and anyone acting on behalf of the entire Board any such Persons) as well as a controlling individual shareholder of Directors a Teads Stockholder, but excluding such Affiliates’ directors and officers, other than in their capacity as such on behalf of Seller or its Affiliates that are Entities or as a controlling individual shareholder, not to: (excluding any representatives a) acquire or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether acquire, directly or indirectly, Beneficial Ownership of any Common Stock (including in derivative form) other than the Acquisition Stock and other than in connection with a stock split, stock dividend, Preferred Stock conversion, or similar transaction (including as contemplated by purchasethe Certificate of Designation of Series A Convertible Preferred Shares of Outbrain Inc. (the “Certificate of Designation”)); provided that, subject to compliance with applicable securities laws, nothing in this Agreement (including but not limited to the restrictions in this Section 2) will prohibit or restrict such Teads Stockholders and their Affiliates from negotiating, evaluating or trading, directly or indirectly, in any index, exchange traded fund, benchmark or other basket of securities which may contain or otherwise reflect the performance of, any securities or indebtedness of the Company or any of its subsidiaries; (b) form, join or in any way participate in a “group” (as defined under Section 13(d) of the Exchange Act), with respect to any equity securities of the Company (other than a “group” solely including the Teads Stockholders and their Affiliates with respect to any securities of the Company now or hereafter owned by them); (c) call or seek to have called any annual or special meeting of the Company’s stockholders (each a “Stockholders’ Meeting”) or present or seek to present at any Stockholders’ Meeting any proposal for consideration for action by stockholders or for discussion only by the stockholders; (d) “solicit” or become a “participant” in any “solicitation” of any “proxy” (as such terms are defined in Regulation 14A under the Exchange Act) from or by any other stockholder of the Company in connection with any vote on any matter, or agree or announce its intention to vote with any Person (other than the Company) or group undertaking a “solicitation”; (e) seek, make or take any action, publicly or otherwise, to solicit or knowingly encourage any offer or proposal for any merger, consolidation, tender or exchange offer) any material , sale or purchase of assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q securities or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.similar transaction

Standstill. The Investor and the Company agree that the one year period specified in the first sentence of Section 6 (aStandstill) During (the Designation Period“Standstill”) of that certain Confidentiality Agreement by and between the Company and the Investor will expire on December 31, 2008, and, the Stockholder shall Standstill will not apply to purchases by the Investor of Common Stock and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives other securities or designees of the Stockholder), either directly instruments convertible into or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect exchangeable for Common Stock to the Share Acquisition extent such purchases result in the Stockholder and its Affiliates would Beneficially Own Investor having beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) of less than 34.519.9% of the issued and outstanding shares of Common StockStock (assuming for this purpose, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as full conversion of the date Convertible Preferred Stock). In addition, the Standstill will automatically become inoperative and of no force or effect if (i) any Person or “group” (within the meaning of Section 13(d)(3) of the Share Acquisition is greater Exchange Act) shall have acquired or entered into a definitive agreement to acquire more than 20% of the equity securities of the Company or equal to assets of the Section 382 Threshold Price, Company or its subsidiaries representing more than 20% of the consolidated earning power of the Company and its subsidiaries (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)an “Issuer Sale Transaction”), (IIIii) a third party makes a tender offer for more than 20% of the equity securities of the Company (a “Third-Party Tender Offer”) and the Company files a Schedule 14D-9 with respect to such Share Acquisition offer that does not recommend that the Company’s stockholders reject such offer, (iii) the Company effects a transaction, or series of related transactions, involving the issuance of securities representing 15% or more (assuming the conversion of all convertible securities issued in such transaction or series of related transactions) of the pro-forma outstanding equity securities of the Company, unless the Investor is made pursuant offered the opportunity to participate in, or does in fact participate in, such transaction and, such opportunity if accepted by the Investor would result in the Investor beneficially owning equity securities of the Company representing at least the same percentage of the outstanding equity securities of the Company that it beneficially owned immediately prior to such transaction, (iv) any Person or “group” (within the meaning of Section 7 13(d)(3) of the Exchange Act) commences a solicitation of proxies or written consents to elect to the Board of Directors any individuals or slate of individuals in a contest with any individuals or slate of individuals whose nomination has been approved by the Nominating and Corporate Governance Committee (or its equivalent) of the Board of Directors, or (v) termination of the Rights Agreement or an increase in the triggering threshold thereunder to a percentage in excess of 20%, in which case the percentage limitation in the first sentence of this Section 9(a) will be increased to 1/10% less than such revised triggering threshold. Notwithstanding the foregoing or any other provision of this Agreement, provided that the Investor will not be required to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made vote any shares or other voting equity securities of the Company that it beneficially owns in accordance with Section 4.2(b)favor of, or provide a consent or proxy approving, any Issuer Sale Transaction, or (y) tender any equity securities of the parties otherwise agree Company in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant response to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsThird-Party Tender Offer.

Standstill. In consideration of having access to Confidential Information of Targanta, Company agrees that, until December 31, 2008 (a) During the Designation Period“Standstill Term”), the Stockholder shall not and shall cause its Affiliates not toCompany will not, directly or indirectly, without the prior written consent approval of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: Targanta (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets greater than an aggregate of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.51% of the outstanding shares securities or property of Common StockTarganta, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer propose to enter into any Common Stockmerger or Business Combination (as defined below) involving Targanta, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose make or participate in any solicitation of proxies to any Person or take substantial steps to effect or enter into any business combinationvote, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant advise or influence any person with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in voting of any such solicitation for securities of the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; Targanta, (iv) form, join or participate in a Group in connection with any “group” (within the meaning of Section 13(d)(3) of the foregoing (other than a Group consisting Securities Exchange Act of Stockholder and its Affiliates); or 1934) with respect to any voting securities of Targanta, (v) make otherwise act or cause Parent seek to control or influence the management, Board of Directors or policies of Targanta, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require Targanta to make a public announcement regarding the possibility of a Business Combination or merger. Except as provided above, Company also agrees during such period not to request Targanta (or its directors, officers, employees, agents or representatives) to amend or waive any intention provision of this paragraph. For purposes of clarity it is understood that the term “Company” includes the party signing as the Company under this Agreement and any and all entities that, directly or indirectly, control such party or are controlled by such party or are under common control with such party. The limitations provided in the first paragraph of this Section entitled “Standstill” (the “Standstill Provision”) shall cease to apply (a) if at any time when Targanta is subject to the public reporting requirements of the Stockholder Securities Exchange Act of 1934 on account of its common stock being registered under Section 12 thereof, any third party who is not a member of a group (as defined in Rule 13-d-5 of the Securities Exchange Act of 1934) of which Company or any of Company’s controlled affiliates are members (a “Third Party”) shall acquire beneficial ownership of 10% or more of the combined voting power of the then outstanding voting securities of Targanta, unless such securities are acquired or to take an action which would be prohibited acquired by such third party in the ordinary course of business and are not acquired for the purpose of and do not have the effect of changing or influencing the control of Targanta nor in connection with or as a participant in any transaction having such purpose or effect; (b) in the event of the commencement by any person, entity or group of a tender or exchange offer seeking to acquire beneficial ownership of all or any of the foregoing. providedoutstanding shares of voting securities of Targanta and continuing until 120 days after such offer is terminated or expires; (c) from and after the execution of a definitive agreement which, howeverif consummated, that would result in a Business Combination; (d) from and after the foregoing shall not restrict 15th day following the ability filing of a preliminary proxy statement by any Third Party with respect to the commencement of a bona fide proxy or consent solicitation subject to Section 14 of the Stockholder Designees Securities Exchange Act of 1934 to elect or remove a majority of the directors of Targanta which, if successful, would result in a change in the composition of a majority of the Board of Directors of Targanta; (e) in the event the Board of Directors of Targanta adopts a plan of liquidation or dissolution; or (f) a Business Combination that directly results in a shift of direct and indirect majority voting control from exercising their fiduciary duties the public stockholders of Targanta to a single stockholder or “group” (as directorsdefined in Rule 13d-5 under the Securities Exchange Act of 1934) of stockholders. For the purposes of this Section, “Business Combination” means any merger, consolidation, sale, transfer or other disposition of all or substantially all of the assets of Targanta or its affiliates, or other similar extraordinary transaction to which Targanta or any of its affiliates is a party unless, following such transaction or transactions, the individuals and entities who were the beneficial owners of the outstanding voting securities of Targanta or such affiliate immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of the corporation or other entity resulting from such transaction.

Standstill. (a) During the Designation period commencing at the Effective Time and ending on the Standstill Termination Date (as defined below) (the “Standstill Period”), provided that the Stockholder Company is not in breach of its obligations under this Agreement (including Section 1 hereof), each of the Principal Stockholders shall not not, and shall cause its controlled Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersindirectly: (i) engage in any manner: A. acquire, agree to acquire hostile or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect takeover activities with respect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less Company (including by means of a tender offer or soliciting proxies or written consents, other than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned recommended by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)Board); (ii) Transfer any acquire or propose to acquire additional Common Stock, Voting Securities Stock or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as other securities of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Company or any securities of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not prohibit the acquisition or proposal to acquire additional Common Stock or other Company securities that in the aggregate, together with such Party’s and its Affiliates’ beneficial ownership of any other Common Stock or other securities of the Company, does not cause such Party’s and its Affiliates’ aggregate beneficial ownership to exceed nineteen and ninety-nine hundredths percent (19.99%) of either the outstanding Common Stock or the voting power of the outstanding securities of the Company; provided, further, that the foregoing shall not prohibit and the Principal Stockholders shall have the right to participate pro rata, based on their respective beneficial ownership percentage of the outstanding Common Stock, in any equity capital raise by the Company or any of its subsidiaries; (iii) call a special meeting of the Stockholders; or (iv) seek additional representation on the Board or propose to nominate or remove, or vote to remove, any Directors of the Company (other than such Party’s Designated Directors, as applicable, in accordance with Section 1). (b) Specifically, but without limiting Section 3(a), during the period commencing at the Effective Time and ending on the Standstill Termination Date, without the prior written consent of the Company, each of the Principal Stockholders shall not, and shall cause its controlled Affiliates not to, directly or indirectly: (i) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture, acquisition or similar transaction involving the Company or any of its Affiliates or their properties, except as expressly permitted hereby; (ii) make or in any way participate in any “solicitation” of “proxies” (as such terms are used in Rule 14a-1 of Regulation 14A under the Exchange Act) or written consents to vote, seek to influence, or advise others with respect to the voting of any voting securities of the Company or any of its Affiliates (other than in a Designated Director’s capacity as a member of the Board); (iii) form, join or participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to any voting securities of the Company or any of its Affiliates (other than any group that may have been formed among the Principal Stockholders as a result of this Agreement); (iv) act to seek to control or influence the management, Board or policies of the Company, except through such Party’s applicable Designated Directors or as permitted by Section 3(c); (v) propose to remove, or vote to remove, any Directors of the Company (other than pursuant to the exercise of such Party’s right to nominate Designated Directors pursuant to Section 1); (vi) publicly disclose any intent, plan or arrangement inconsistent with this Agreement; or (vii) advise, assist, publicly propose or encourage others in connection with the above. (c) Notwithstanding the foregoing provisions of this Section 3, the foregoing provisions shall not, and are not intended to: (i) prohibit the ACII Entities or their respective Affiliates from providing the Company or its Affiliates assistance with operational and managerial matters or financial advisory services consistent with past practices; (ii) prohibit any Principal Stockholder or its controlled Affiliates from privately communicating with, including making any offer or proposal to, the Board; (iii) restrict in any manner how any Principal Stockholder or its controlled Affiliates vote their Common Stock or other Company securities, except as provided in Section 2; (iv) restrict the ability manner in which any Designated Director may (A) vote on any matter submitted to the Board or the Stockholders, (B) participate in deliberations or discussions of theBoard (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board, or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board; (v) restrict any Principal Stockholder Designees or any of its Affiliates from exercising selling or transferring any of their fiduciary duties Company securities; or (vi) limit, restrict or impair the Principal Stockholders or any of their respective Affiliates’ ability, in connection with an action conducted with the approval of the Board (provided that no such Board approval shall be required with respect to clauses (D) or (E) below), to directly or indirectly (A) propose, commit on, participate in and/or make a loan or other debt financing to the Company or any of its subsidiaries, (B) propose, commit on, participate in and/or provide debt financing to a prospective buyer regarding the Company or any of its subsidiaries or assets in a negotiated transaction with the Company, finance a third party’s effort to make a loan or other debt financing to the Company or any of its subsidiaries in a negotiated transaction with the Company or any of its subsidiaries, (C) participate in any process conducted pursuant to which the Company or any of its subsidiaries proposes to issue any additional equity interests, arrange for any debt financing or in which any of the businesses or assets of the Company or any of its subsidiaries are proposed to be sold or otherwise disposed of, in each case in accordance with the parameters of such process, (D) submit a proposal to the Board relating to the acquisition of all or substantially all of the assets or equity of the Company and its subsidiaries if the Company has entered into a definitive agreement with respect to the sale of all or substantially all of the assets or equity of the Company and its subsidiaries or (E) purchase debt of the Company or its subsidiaries in secondary market transactions. The term “debt” as directorsused in this paragraph shall include institutional debt (bank or otherwise), commercial paper, notes, debentures, bonds, other evidences of indebtedness, and debt securities, but shall not include any debt convertible or exchangeable for equity.

Standstill. Each Holder hereby agrees that, from the Closing Date until the Standstill Termination Date, unless an exemption or waiver is otherwise approved in advance in writing by the Board, such Holder shall not: (a) During the Designation Periodpurchase or otherwise acquire, the Stockholder shall not and shall cause its Affiliates not tooffer or propose to acquire, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)solicit an offer to sell or agree to acquire, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)indirectly, alone or in concert with others:, Beneficial Ownership of any Capital Stock or any Derivative Securities (excluding shares and securities received by way of stock dividend, stock reclassification or other distributions or offerings made available on a pro rata basis to the Company’s stockholders) if, after giving effect thereto, the Holders would collectively Beneficially Own, in the aggregate, an amount of Capital Stock, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Stockholder Threshold; provided, however, that, if as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, the Holders collectively Beneficially Own, in the aggregate, an amount of Capital Stock, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Stockholder Threshold, the Holders shall not be in violation of this Section 3.1(a) so long as the Holders do not take any of the actions referred to in the first clause of this Section 3.1(a); (ib) make, or in any manner: A. acquireway participate in, agree to acquire or make any public proposal to acquire (whether directly or indirectly, alone or in concert with others (including by purchaseor through any group), tender any “solicitation” of “proxies” (as such terms are defined or exchange offerused in Regulation 14A under the Exchange Act) any material assets of Parent to vote Common Stock or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% other Capital Stock of the outstanding shares of Company or to provide or withhold consents with respect to Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Stock or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as other Capital Stock of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold PriceCompany, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases whether subject to Section 4.3 of this Agreement; (iii) (A) propose or exempt from the proxy rules, or seek to advise or influence any Person or take substantial steps entity with respect to effect or enter into any business combinationthe voting of, restructuring, recapitalization or the sale providing or withholding consent with respect to, any Common Stock or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any Capital Stock of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Company; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall will not be deemed to restrict the ability or limit in any manner in which any of the Stockholder Designees from exercising Holders votes any of its respective shares of Common Stock or Capital Stock, directly or by proxy, subject to compliance with the other terms and conditions of this Agreement; (c) except as permitted by Section 3.2, either directly or indirectly in concert with others (including by or through any group) make any offer with respect to, or make or submit a proposal with respect to, or ask or request any other Person to make an offer or proposal with respect to, any transaction that would, if consummated, be reasonably likely to result in a change of control of the Company, including a merger, business combination, restructuring, reorganization, recapitalization, tender or exchange offer or asset disposition involving the Company or any of its Affiliates; provided, however, that the Holders shall be permitted to (i) vote on any such transaction in accordance with the terms and conditions of this Agreement and (ii) tender into any tender offer or exchange offer not commenced by a Holder if either (A) the Board recommends (by majority vote) that the stockholders of the Company tender their fiduciary duties shares in response to such offer or does not recommend against the tender offer or exchange offer within 10 Business Days after the commencement thereof or such longer period as directorsshall then be permitted under U.S. federal securities laws or (B) the Board later publicly recommends (by majority vote) that the stockholders of the Company tender their shares in response to such offer; (d) except as provided in this Agreement, either directly or indirectly in concert with others (including by or through any group) seek representation on the Board or the board of directors (or equivalent governing body) of any of the Company’s controlled Affiliates, seek to remove any members of the Board or expand or reduce the size of the Board or otherwise act alone or in concert with others (including by or through any group) to seek control of the Board or the board of directors (or equivalent governing body) of any of the Company’s controlled Affiliates; (e) form, join, knowingly encourage the formation of or knowingly engage in discussions relating to the formation of, or participate in, a “group” within the meaning of Section 13(d)(3) of the Exchange Act for purposes of seeking control, or influencing the control or management of, the Company; or (f) either directly or indirectly in concert with others (including by or through any group) publicly announce any intention, or enter into or disclose any plan or arrangement inconsistent with the foregoing (including publicly making a request that the Company or the Board waive, amend or terminate any provisions of this Section 3.1).

Standstill. (a) During Each Stockholder agrees that, for so long as the Designation PeriodStockholders collectively Beneficially Own at least 20% of the total voting power of the outstanding Voting Securities, the such Stockholder shall not and shall cause its Affiliates not towill not, without the prior written consent and approval of an independent and disinterested committee of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)Board, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)indirectly, alone or in concert with othersand will cause its Controlled Affiliates not to: (ia) in any manner: A. acquire, solicit, offer or seek to acquire, agree to acquire or make any public a proposal to acquire (whether acquire, by purchase or otherwise, either directly or indirectly, by purchaseany equity securities of the Company, tender or exchange offer) rights or options to acquire the foregoing, including Class A Shares or direct or indirect rights to acquire any material assets of Parent Class A Shares, any securities convertible into or exchangeable for any Class A Shares, or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect options or other derivative securities or contracts or instruments payment under which are determined with reference to the Share Acquisition price of Class A Shares (but in any case excluding issuances by the Stockholder and its Affiliates would Beneficially Own less than 34.5% Company of Class A Shares or options, warrants or other rights to acquire Class A Shares (or the outstanding shares of Common Stock, with exercise thereof) to directors designated by the number of outstanding shares calculated based Majority Stockholders as compensation for their membership on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)Board); (iib) Transfer make any Common Stock, Voting Securities proposal or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as public statement inconsistent with any of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreementforegoing; (iiic) (A) propose to knowingly advise, knowingly assist, knowingly encourage or knowingly instigate, or direct any Person or take substantial steps to effect do, or enter into any business combinationarrangements or agreements with any Person with respect to, restructuringany of the foregoing; (d) take any action that would or would reasonably be expected to require the Company to make a public announcement regarding the events described in this Section 6.1; or (e) enter into any discussions, recapitalization negotiations, communications, arrangements or understandings with any third party (including security holders of the sale Company, but excluding, for the avoidance of doubt, the Stockholders) with respect to any of the foregoing, including, without limitation, forming, joining or other disposition outside in any way participating in a “group” (as defined in Section 13(d)(3) of the ordinary course of business of Exchange Act) with any material asset of Parent or other extraordinary transaction involving Parent third party with respect to the Company or any of its subsidiaries; (B) seek election to Subsidiaries or seek to place a representative on any Class A Shares or equity securities of the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; Company, or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group otherwise in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates)foregoing; or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that, subject to Section 6.2, nothing in this Section 6.1 will limit (i) any private proposals made to one or more independent and unaffiliated directors of the Board, the Chief Executive Officer of the Company or the Chairman of the Board (so long as the manner or content of any such communication would not reasonably be expected to require any public disclosure by any Person), (ii) any actions taken by the directors designated by the Majority Stockholders, or the ability of such directors to vote or otherwise exercise his or her legal duties, in each case, in his or her capacity as a member of the Board, (iii) any conversion of Class B Shares into Class A Shares or acquisition of Class A Shares upon conversion of Class B Shares, (iv) any acquisition of Class A Shares in accordance with the Merger Agreement, or (iv) any actions taken at the invitation of an independent and disinterested committee of the Board; provided, further, that, if at any time a Person that is not an Affiliate of the foregoing Company or the Stockholders enters into a definitive agreement with the Company or any of its Affiliates to acquire (or publicly offers to acquire in an offer that has been recommended by the Board) more than 50% of the outstanding Voting Securities of the Company, from and after the date thereof, the restrictions set forth in this Section 6.1 shall automatically terminate and cease to be of any effect. Notwithstanding the foregoing, this Section 6.1 will not restrict prevent or impair the ability of the Stockholder Designees from exercising Stockholders or any of their fiduciary duties Affiliates to acquire, or seek or propose to acquire, additional Class A Shares (or any securities convertible into or exchangeable for any such Class A Shares) representing less than 1% of the Voting Securities of the Company (so long as directorssuch acquisition would not result in the Stockholders, together with their Controlled Affiliates, beneficially owning Class A Shares and Class B Shares representing in excess of 82% of the outstanding number of Voting Securities of the Company).

Standstill. Until the later to occur of the close of business on (ax) During the Designation Periodfifth anniversary of the Closing and (y) the date that is one year after the date on which the Purchasers (including their Affiliates) no longer own any Notes or Conversion Shares (including the Notes originally issued to Citibank, as assignee of the Stockholder shall not Ocean Purchasers), each Purchaser and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)will not, alone or in concert with others: others (i) in any manner: A. acquireand each Purchaser and its Affiliates will not advise, agree to acquire assist or make any public proposal to acquire (whether encourage others to), directly or indirectly, unless specifically permitted in writing in advance by purchasethe Company: (i) by purchase or otherwise, tender acquire, or exchange offeragree to acquire, beneficial ownership of any securities of the Company having the ordinary power to vote in the election of directors of the Company ("VOTING SECURITIES") any material assets or direct or indirect rights or options to acquire such beneficial ownership if, as a result of Parent or any subsidiary such acquisition, the Purchasers and their respective Affiliates would beneficially own Voting Securities representing in excess of Parent1.0% of the total voting power of all then outstanding Voting Securities (such percentage limitation being the "PERCENTAGE LIMITATION"); or B. make any Share Acquisition unless PROVIDED that the foregoing shall not prohibit (and such percentage shall not include) beneficial ownership of Voting Securities (w) issued in connection with the IXC Transaction with respect to the 50,000 shares of common stock of IXC owned by the Purchasers on the date hereof, (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% issued upon conversion of the outstanding shares of Common StockNotes, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if received or receivable under the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as terms of the date Notes or (z) issued as dividends or distributions on the Conversion Shares; PROVIDED, FURTHER, that in the event any Purchaser transfers (in accordance with Section 8.13) any Notes or any Conversion Shares or any Notes are redeemed by the Company, the foregoing shall not prohibit any Purchaser or an Affiliate of such Purchaser from acquiring Voting Securities so long as the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount aggregate number of shares to be Voting Securities acquired does not exceed the remaining available Stockholder Buffer Shares aggregate number of Voting Securities transferred by any such Purchaser or Affiliate of such Purchaser or redeemed by the Company, as the case may be; (ii) make, or in any way participate in, any "solicitation" of "proxies" (as determined pursuant defined in Regulation 14A under the Exchange Act) relating to Section 4.2(c))any shares of Voting Securities; (iii) call, or in any way consent to or participate in a call for, any special meeting of shareholders of the Company; (IIIiv) such Share Acquisition is made pursuant request, or take any action to Section 7 obtain or retain, any list of this Agreementholders of Voting Securities; (v) initiate, provided that propose or participate in the making of any shareholder proposal relating to the extent such Share Acquisition pursuant Company; (vi) deposit any shares of Voting Securities in a voting trust or subject any shares of Voting Securities to this clause any voting agreement or arrangement (IIIincluding any grant of an irrevocable proxy); (vii) form, join or in any way participate in a partnership, limited partnership, limited liability company, syndicate or other group (including a "group" as defined in Section 13(d) under the Exchange Act) with respect to, or for the purpose of acquiring, holding or disposing of, any shares of Voting Securities, or any securities the ownership of which would otherwise result in an increase in make the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither owner thereof a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition beneficial owner of shares of a class of stock other than Voting Securities; (viii) make any offer or proposal with respect to the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stockacquisition, Voting Securities directly or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as indirectly, of the date Company or any of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance its securities or assets or with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose respect to any Person business combination or take substantial steps to effect similar transaction with, change in control of, or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent the Company or any of its subsidiariesassets, PROVIDED, that this clause (viii) shall not limit the right of the Purchasers to acquire shares of Voting Securities in a manner that does not violate the Percentage Limitation; (Bix) except as otherwise provided in Section 8.10 hereof, seek election representation on, the removal of any members of, or a change in the composition or size of, the Company Board of Directors; (x) disclose any intent, purpose, plan or proposal with respect to the Company, the Company Board of Directors, management, policies or seek affairs or any of its securities or assets or these provisions that is inconsistent with these provisions, including any intent, purpose, plan or proposal that is conditioned on, or would require waiver, amendment, nullification or invalidation of, any of these provisions; (xi) take any action that could require the Company to place a representative on make any public disclosure relating to any such intent, purpose, plan, proposal or condition; (xii) request the Company Board of Directors except pursuant to the rights granted pursuant waive, amend or consent to Section 6 hereofany action prohibited by these provisions; (xiii) assist, advise or (C) solicit proxies encourage any person with respect to, or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) formdo, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. providedNotwithstanding anything to the contrary contained herein, however, that nothing contained in this Section 8.11 shall affect or impair the foregoing shall not restrict the ability right of any director of the Stockholder Designees from exercising their fiduciary Company to (x) act as a member of the Company Board of Directors or any committee thereof or (y) take any action necessary or advisable to carry out his obligations and duties as directorsa director of the Company.

Standstill. For a period commencing upon the date hereof and ending on the later of (ai) During the Designation Perioddate 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, 2008, no member of the Stockholder shall not and shall cause MMI Group nor any of its Affiliates not toAffiliates, without the prior written consent of the majority Board, will, directly or indirectly, do any of the entire Board of Directors (excluding following provided that this Section 2 shall not limit any representatives or designees member of the StockholderMMI 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), either directly or indirectly 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 manner willfully designed partnership, syndicate, or other group, including without limitation any "group" as defined under Section 13(d)(3) of the Exchange Act, with respect to circumvent any voting securities of the following provisions)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:, (1) to call a meeting of stockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, (2) to obtain representation on the 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 stockholders, or (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 any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, (i) in any manner: A. acquireacquisition of more than fifteen percent (15%) of any securities, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets or businesses, of Parent the Company or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stocksubsidiaries, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer 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 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 a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of 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; or (Aj) propose to any Person or take substantial steps to effect or enter into any business combinationnegotiations, restructuringagreements or understandings with any third party with respect to the foregoing, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to advise, assist, encourage or seek to place a representative on persuade any third party to take any action with respect to any of the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; foregoing, or (C) solicit proxies otherwise take or shareholder consents or be a participant in cause any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection action inconsistent with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. (a) During the Designation PeriodStandstill Term neither the Investor nor any of its Affiliates (collectively, the Stockholder “Standstill Parties”) shall not (and the Investor shall cause its Affiliates not to), except as expressly approved or invited in writing by the Company: (a) directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a tender, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equivalents; provided, however, that notwithstanding the provisions of this Section 3.1(a), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggregate ownership of the Standstill Parties is increased as a result of (i) the participation in any offering by the Company of any securities or (ii) a repurchase by the Company of Shares of Then Outstanding Common Stock, a stock split, a stock dividend or a recapitalization of the Company, the Standstill Parties shall not be required to dispose of any of their holdings of Shares of Then Outstanding Common Stock even though such action resulted in the Standstill Parties’ beneficial ownership increasing; (b) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or cause to be voted any Shares of Then Outstanding Common Stock in favor of such person for election to the Company’s Board of Directors; (c) directly or indirectly, solicit proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) without the prior written consent of of, or in opposition to the majority of recommendation of, the entire Company’s Board of Directors (excluding with respect to any representatives matter, or designees seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock of the Stockholder), either directly or indirectly Company; (including d) deposit any Shares of Then Outstanding Common Stock in a manner willfully designed voting trust or subject any Shares of Then Outstanding Common Stock to circumvent any arrangement or agreement with respect to the following provisions), alone or in concert with others:voting of such Shares of Then Outstanding Common Stock; (e) publicly propose (i) in any manner: A. acquiremerger, agree to acquire or make any public proposal to acquire (whether directly or indirectlyconsolidation, by purchasebusiness combination, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% , purchase of the outstanding shares of Common StockCompany’s assets or businesses, with or similar transaction involving the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Company or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (ivf) act in concert with any Third Party to take any action in clauses (a) through (e) above, or form, join or in any way participate in a Group in connection with any “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the foregoing (other than a Group consisting of Stockholder and its Affiliates)Exchange Act; or (vg) make enter into discussions, negotiations, arrangements or cause Parent agreements with any Third Party relating to make a public announcement regarding any intention of the Stockholder foregoing actions referred to take an action which would be prohibited by any of the foregoing. in (a) through (e) above; provided, however, that (A) nothing contained in this Section 3.1 shall prohibit the Investor from making confidential, non-public proposals to, or entering into confidential, non-public discussions, negotiations, arrangements or agreements with, the Company and with Third Parties with the express prior authorization of the Company (provided that no such proposals, discussions, negotiations, arrangements or agreements would reasonably be expected to require the Company or any Third Party to be required to publicly disclose the same), which the Investor or any Affiliate may request in a confidential, non-public manner, regarding a transaction or matter of the type described in the foregoing clauses (a) through (f); (B) nothing in the foregoing clause (b) shall not restrict prohibit the ability Investor from inquiring of the Stockholder Designees Company’s Nominating and Corporate Governance Committee (and not pursuant to the advance notice provisions set forth in the Company’s bylaws), in a confidential, non-public manner, whether the Company would be interested in receiving potential director candidates for consideration by the Company’s Nominating and Corporate Governance Committee, which candidates the Investor believes would be in the best interest of the Company and its stockholders; and (C) nothing contained in this Section 3.1 prohibits the Investor or its Affiliates from exercising their fiduciary duties as directorsacquiring a company or business that owns Shares of Then Outstanding Common Stock and/or Common Stock Equivalents provided that any such securities of the Company so acquired will be subject to the provisions of this Section 3.

Standstill. (a) During the Designation Standstill Period, the Stockholder Raging Capital Group, each Member, each Raging Capital Director and the Raging Capital Nominee and each of their respective Affiliates shall not and shall cause its Affiliates not tonot, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. own, acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire or make any public proposal to acquire (whether acquire, directly or indirectly, by purchasepurchase or otherwise, tender or exchange offer(i) Beneficial Ownership of any material assets Common Stock representing in the aggregate in excess of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.522.5% of the shares of Common Stock outstanding at any given time; provided that shares of Common Stock underlying Convertible Notes or New Convertible Notes shall not be deemed to be Beneficially Owned, regardless of the ability of the holders thereof to convert such Convertible Notes or New Convertible Notes into Common Stock at any given time, for purposes of calculating this ownership limitation unless and until such Convertible Notes or New Convertible Notes are actually converted into Common Stock pursuant to the terms thereof, or (ii) Beneficial Ownership of any Senior Notes, Convertible Notes, New Convertible Notes or any other interests in the Company’s indebtedness such that the aggregate principal amount of all such indebtedness exceeds $40,000,000; provided that nothing herein will require Common Stock to be sold to the extent the ownership limit in subparagraph (i) is exceeded solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock; (b) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any person with respect to the voting of, any Voting Stock of the Company (other than in a Raging Capital Director’s or the Raging Capital Nominee’s capacity as a member of the Board in a manner consistent with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent Board’s recommendation in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed connection with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)matter); (iic) Transfer separately or in conjunction with any Common Stockother person in which it is or proposes to be either a principal, Voting Securities partner or Derivative Securities financing source or is acting or proposes to act as broker or agent, submit a recommendation of, proposal for or offer of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iiiwithout conditions) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant including to the rights granted pursuant to Section 6 hereof; or (CBoard) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors Extraordinary Transaction, except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate confidentially in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent manner that would not be reasonably likely to make a require public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoingdisclosure. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.“

Standstill. Executive agrees that during the Standstill Period (as hereinafter defined): (a) During Executive will not, and will cause his Affiliates (as hereinafter defined) not to, directly or indirectly, acquire Beneficial Ownership (as hereinafter defined) of any shares of common stock or common stock equivalents or the Designation PeriodCorporation, in each case, now or hereafter outstanding (collectively, “Securities”) without the Stockholder consent of the Corporation, if the effect of such acquisition would be to increase the aggregate Beneficial Ownership of Securities of Executive to greater than 4.99% of the total number of shares of Company common stock then outstanding (the “Percentage Limitation”); provided, that the foregoing limitation shall not apply to Executive’s acquisition of common stock pursuant to the exercise of the stock options granted to him or the vesting of any stock options, SARs, or equity he currently holds. In addition, Executive will not, and shall will cause its his Affiliates not to, without make any public announcement with respect to, or submit any proposal for or with respect to (i) the acquisition of Beneficial Ownership of any Securities if the effect of such acquisition would be to cause the Beneficial Ownership of Executive and his Affiliates to exceed the Percentage Limitation. For purposes of this Section, the term “Affiliates” shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “Beneficial Ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act. (b) Without the express prior written consent approval of the majority of the entire Board of Directors (excluding any representatives or designees of the StockholderCorporation (the “Board”), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions)Executive will not, alone or in concert with others: (i) in any manner: A. acquireand will cause his Affiliates not to, agree to acquire or make any public proposal to acquire (whether directly or indirectly, solicit proxies or initiate, propose or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act), in opposition to any matter that has been recommended by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% a majority of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as members of the date Board or in favor of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does any matter that has not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned been approved by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to Board or seek to place a representative on advise, encourage or influence any “person” (as such term is used in Section 13(d) and 14(d) of the Board of Directors except pursuant Exchange Act, “Person”) with respect to the rights granted pursuant voting of Securities in such manner, or initiate, or induce or attempt to induce any Person to initiate, any shareholder proposal relating to the Corporation. (c) Without the express prior written approval of the Board, Executive will not, and will cause his Affiliates not to, join a consortium, partnership, limited partnership, syndicate or other “group” (within the meaning of Section 6 hereof; 13(d)(3) of the Exchange Act), or (C) solicit proxies or shareholder consents or be a participant otherwise act in concert with any such solicitation Person, for the purpose of seeking to control acquiring, holding, voting or influence disposing of Securities, or for any other purpose which would require disclosure under Item 4 of Schedule 13D adopted by the Board of Directors except pursuant to Securities and Exchange Commission under the rights granted pursuant to Section 6 hereof;Exchange Act. (ivd) formThe “Standstill Period” shall commence on the Date of Termination and shall terminate on July 1, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors2018.

Standstill. (a) During For a period of 12 months following the Designation PeriodEffective Time, the Stockholder shall not Stockholders, their Controlled Affiliates and shall cause its Affiliates not toany group of persons, without acting with the prior written knowledge and consent of the majority Stockholders, acquiring, holding, voting or disposing of securities which would be required under Section 13(d) of the entire Board Exchange Act and the rules and regulations promulgated thereunder to file with the Stockholders and their Controlled Affiliates a statement on Section 13D with the SEC as a "person" with the meaning of Directors (excluding any representatives or designees Section 13(d)(3) of the Stockholder)Exchange Act (such group of persons, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i"Stockholder Group") in any manner: A. shall not acquire, offer to acquire or agree to acquire the legal or make beneficial ownership of any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding additional shares of Common Stock, with and the number Company shall not take any action, including stock repurchases, in either case that would result in the Stockholder Group holding, in the aggregate, legal or beneficial ownership of in excess of 90% of the outstanding Common Stock. The foregoing restriction will not apply to acquisitions pursuant to a transaction in which the same price per share is offered for all shares calculated based on of Common Stock not owned by the number Stockholder Group and such acquisition is (a) approved by a majority of the Independent Directors (after receipt of a fairness opinion from a nationally recognized investment bank), or (b) if a merger, subject to a vote of the holders of a majority of shares reported outstanding of Common Stock not held by Parent in its most recent quarterly report the Stockholder Group, or (c) if a tender offer, (i) subject to a non-waivable minimum condition that at least a majority of Form 10-Q or annual report on Form 10-K, as filed with the SEC shares of Common Stock not owned by the Stockholder Group be tendered and (yii) if the Share Acquisition tender offer is consummated, an unconditional commitment to acquire the shares of Common Stock not acquired in the tender offer at the same price per share and otherwise for the same consideration paid in the tender offer, as promptly as possible, and in each case within 90 days, which time period may be made during extended, if necessary, due to review by the Section 382 Limitation PeriodSEC, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), a back-end merger. (IIIb) such Share Acquisition is made pursuant to Section 7 For purposes of this Agreement, provided that all determinations of the amount of outstanding Common Stock shall be 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, unless the Company shall have updated such information by delivery of written notice to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsStockholders.

Standstill. Each member of the ValueAct Group agrees that, during the Restricted Period, neither it nor any of its Affiliates will, unless specifically requested by, or authorized in writing by a resolution of, the Board, directly or indirectly: (a) During the Designation Periodeffect or seek to effect, the Stockholder shall not and shall offer or propose to effect, or cause its Affiliates not toor participate in, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: any way assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, (i) any acquisition (or sale) of 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 the Company or any of its subsidiaries, or (iii) any recapitalization, extraordinary or special dividend, restructuring, liquidation, disposition, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses (any such transaction described in this subparagraph (a), an “Extraordinary Transaction”); provided, however, that nothing in this subparagraph (a) shall prevent the ValueAct Group from voting in favor of any manner:Extraordinary Transaction that has been approved or recommended by the Board, or voting against any Extraordinary Transaction that has not been approved and recommended by the Board; A. acquire, (b) purchase or cause to be purchased or otherwise acquire or agree to acquire or make any public proposal to acquire economic ownership (whether directly or indirectly, by purchase, tender or exchange offeras defined below) of (i) any material assets Common Stock, if in any such case, immediately after the taking of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to such action the Share Acquisition ValueAct Group, together with their respective Affiliates, would, in the Stockholder and its Affiliates would Beneficially Own less aggregate, economically own more than 34.514.9% of the then outstanding shares of Common Stock; provided, with however, that it shall not be a breach of this subparagraph (b) if the number ValueAct Group’s economic ownership of outstanding shares calculated based on of Common Stock exceeds such 14.9% limitation solely as a result of share purchases, reverse share splits or other similar actions taken by the Company that by reducing the number of shares reported of Common Stock outstanding cause the ValueAct Group’s economic ownership to exceed such 14.9% limitation, so long as the ValueAct Group’s economic ownership shall not increase thereafter (except solely as a result of further share purchases, reverse share splits or other similar actions taken by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-Kthe Company), as filed with unless and until the SEC ValueAct Group’s economic ownership before and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired after such subsequent increase does not exceed the remaining available Stockholder Buffer Shares such 14.9% limitation, or (as determined pursuant to Section 4.2(c)), (IIIii) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned any other securities issued by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Company; (iic) Transfer any Common Stockseek to call, Voting Securities or Derivative Securities of Parent during to request the Section 382 Limitation Period if both (A) the Current Price as call of, or call a special meeting of the date stockholders of such Transfer is less than the Section 382 Threshold Price Company, or seek to make, or make, a stockholder proposal (whether pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (B“SEC”) under the transferee is a holder Securities Exchange Act of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become1934, as a direct result amended (the “Exchange Act”) or otherwise) at any meeting of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person the Company, or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or the Board, seek to place a representative on the Board or seek the removal of Directors except any director from the Board, or otherwise acting alone, or in concert with others, seek to control, advise, change or influence the management, Board, governance instruments, policies or affairs of the Company; (d) 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, or grant any proxy with respect to any shares of Common Stock (other than to a designated representative of the Company pursuant to a proxy solicitation on behalf of the rights granted pursuant Board), other than solely with other members of the ValueAct Group or one or more Affiliates of the ValueAct Group with respect to Section 6 hereof; or the shares of Common Stock acquired in compliance with subparagraph (Cb) above; (e) solicit proxies or shareholder written consents of stockholders, or be a participant make, or in any such solicitation for way participate in, any “solicitation” of any “proxy” within the purpose meaning of seeking Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to control the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any shares of Common Stock with respect to (i) any matter described in subparagraphs (a) through (c) above, (ii) any Extraordinary Transaction, (iii) any material change in the present board of directors or management of the Company or any subsidiary or division thereof, including, without limitation, any plans or proposals to change the number or the term of directors, to remove any director or to fill any existing vacancies on the board, or to change any material term of the employment contract of any executive officer, (iv) the opposition of any person nominated, or the nomination of any person not nominated, by the Company’s management or nominating committee, (v) any material change in the Company’s capital structure or business, or (vi) any other action to or seek to control, advise, change or influence the Board management, the Board, governance instruments, policies or affairs of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; provided, however, that nothing in this subparagraph (e) shall prevent the ValueAct Group from voting in favor of any Extraordinary Transaction that has been approved or recommended by the Board, or voting against any Extraordinary Transaction that has not been approved and recommended by the Board; (ivf) formmake any public announcement with respect to any matter described in subparagraphs (a) through (e) above; (g) enter into any discussions, join negotiations, agreements or participate in a Group in connection understandings with any person or entity with respect to any of the foregoing foregoing, advise, assist, encourage, support or seek to persuade others to take any action with respect to any of the foregoing, or act in concert with others or as part of a group (other than a Group consisting within the meaning of Stockholder and its Affiliates)Section 13(d)(3) of the Exchange Act) with respect to any of the foregoing; or (vh) make or cause Parent take any action that could reasonably be expected to require the Company to make a public announcement regarding any intention the possibility of the Stockholder to take an action which would be prohibited by any of the foregoingevents described in subparagraphs (a) through (g) above; or (i) request the Company or any of its Affiliates, directly or indirectly, in any public manner to amend or waive any provision of this paragraph (including this subparagraph). provided, however, Nothing in this Section 1 shall limit any actions that the foregoing shall not restrict the ability may be taken by ▇▇. ▇▇▇▇▇▇▇▇ acting solely in his capacity as a director of the Stockholder Designees from exercising their Company consistent with his fiduciary duties to the Company’s stockholders as directorsa director of the Company.

Standstill. (a) During At all times prior to the Designation PeriodEarly Termination Date, the Stockholder Apollo shall not not, and shall cause its Affiliates not to, without the prior written consent acquire or agree to acquire, by purchase or otherwise, any Voting Securities of the majority Company or any of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersother than: (i) in any manner: A. acquirethe Converted Shares, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares as a result of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d));split, stock dividend or similar recapitalization, (ii) Transfer any Common Stock, acquisitions of Voting Securities or Derivative that together with all Voting Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as owned by Apollo and its Affiliates do not exceed 15% of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Total Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement;Power, (iii) (A) propose to any Person stock options or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the similar rights granted pursuant to Section 6 hereof; as compensation for performance as a director or officer of the Company or its Subsidiaries (C) solicit proxies or shareholder consents or be a participant in and any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof;shares issuable upon exercise thereof), (iv) form, join transfers between or participate in a Group in connection with any of among the foregoing (other than a Group consisting of Stockholder and its Affiliates); orApollo Entities, (v) make or cause Parent any rights that are granted to make a public announcement regarding all Stockholders (and any intention shares issuable upon exercise thereof), and (vi) acquisitions of Voting Securities approved by the Stockholder to take an action which would be prohibited by any of the foregoing. Company; provided, however, that (A) if Apollo or any of its Affiliates in good faith inadvertently acquires Voting Securities in violation of these provisions and within 30 business days after the foregoing first date on which it has actual knowledge (including by way of written notice given by the Company) that a violation has occurred Apollo or any of its Affiliates shall have transferred any shares of Common Stock held in violation of these provisions to unrelated third parties so that Apollo and its Affiliates no longer beneficially own any such shares or have any agreement or understanding relating to such shares, this Section 5(a) shall be deemed to not restrict the ability have been violated; and (B) no violation of this provision shall be deemed to have occurred by reason of the Stockholder Designees indirect acquisition of beneficial ownership of securities resulting from exercising their fiduciary duties (x) investments in investment funds as directorsto which Apollo has no control or power to control with respect to voting or investment decisions or (y) acquisitions of securities by a limited partner in Apollo or an Affiliate thereof as to which limited partner Apollo has no control or power to control; (b) The obligations of Stockholders under Section 5(a) shall terminate on the first date (the "Early Termination Date') on which either of the following events occurs: (i) The earlier of (A) any time after the fifth anniversary of the Closing Date, if at such time, the Shares represent the lesser of (1) 3% of the fully diluted equity interests in the Company (calculated giving effect to the exercise of all outstanding options, warrants and other rights to purchase or acquire any Equity Interests of the Company), and (2) one million (1,000,000) shares of Common Stock; and (B) [__________], 2008. (ii) If the Company shall, in breach of its obligations under this Agreement, fail to nominate for election to the Board the designee set forth by Apollo pursuant to Section 3(a).

Standstill. During the period (such period, the “Standstill Term”) commencing as of the Closing Date and continuing until the later of (A) the date that concludes any 90 day continuous period during which no Investor Designee serves on the Board, provided that, notwithstanding the foregoing, if the Investor subsequently designates a new Investor Designee that serves on the Board following such 90-day period, the Standstill Term shall be reinstated commencing as of such date that such new Investor Designee serves on the Board, and (B) the date on which the Investor and its Affiliates beneficially own less than five percent (5.0%) of the shares of Common Stock then issued and outstanding, neither the Investor nor any Investor Affiliate Assignee Parent shall do any of the following, either directly or indirectly by causing, requesting or directing its Affiliates to do any of the following, except as expressly approved or invited in writing by the Company: (a) During other than Permitted Purchases and purchases of Additional Subscription Shares, directly or indirectly, acquire beneficial ownership of Common Stock and/or Common Stock Equivalents and/or any instrument that gives the Designation PeriodInvestor or any of its Affiliates the economic equivalent of ownership of an amount of securities of the Company (a “Derivative”), except, nothing in this Section 3.1(a) shall prevent or prohibit the Investor or any of its Affiliates from (i) investing in a fund with respect to which the Investor or any of its Affiliates does not have or share decision-making authority over investment or divestment decisions; or (ii) in the case of an Affiliate that is a private equity fund or a credit fund, investing through a portfolio company of such fund; (b) make a tender, exchange or other public offer to acquire Common Stock and/or Common Stock Equivalents; (c) directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company or propose any matter to be voted upon by the stockholders of the Company, or (ii) propose or nominate for election to the Board any person whose nomination has not been approved by a majority of the Board (excluding the Investor Designee, if any); (d) directly or indirectly, encourage, accept or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) for securities of the Company (if such offer or proposal would, if consummated, result in a Change of Control of the Company, such offer or proposal is referred to as an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer filed after such offer has commenced, the Stockholder Investor shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1(d) for so long as the Board maintains and shall cause its Affiliates does not towithdraw such recommendation; (e) directly or indirectly, solicit proxies or consents or propose or seek or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act), or seek to advise or influence any Person, with respect to voting of any securities of the Company; (f) deposit any securities of the Company in a voting trust or subject any securities of the Company to any arrangement or agreement with respect to the voting of such securities, including the granting of any proxy; (g) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, purchase of any securities of the Company or any Derivative, or any similar transaction involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company, in each case without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly a transaction described in clauses (including i) and (ii) that would result in a manner willfully designed Change of Control, is referred to circumvent the following provisionsas a “Business Combination”), alone or ; (h) act in concert with others:any Third Party to take any action in clauses (a) through (g) above, or, directly or indirectly, form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” as such terms are used in the rules of the SEC with respect to the Company or any securities of the Company; (i) in request or propose to the Board or the Company (or any manner: A. acquireof its officers, agree to acquire or make any public proposal to acquire (whether directors, Affiliates employees, attorneys, accountants, financial advisors and other professional representatives), directly or indirectly, by purchase, tender any amendment or exchange offer) waiver of any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 provision of this Agreement, provided that to the extent such Share Acquisition pursuant to Section 3.1 (including this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(di)); (iij) Transfer make any Common Stockpublic announcement regarding, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or action that could require the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent Company to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by regarding, a potential Business Combination or any of the foregoing. matters set forth in clauses (a) through (i) above; or (k) enter into discussions, negotiations, arrangements or agreements with any Person relating to the foregoing actions referred to in (a) through (i) above; provided, however, that nothing contained in this Section 3.1 shall prohibit the foregoing shall not restrict Investor or any of its Affiliates from making confidential, nonpublic proposals to the ability Board for a transaction involving a Business Combination following the public announcement by the Company after the Closing Date that it has entered into a definitive agreement with a Third Party for a transaction involving a Business Combination, or the Investor Designee from performing its duties as a member of the Stockholder Designees from exercising their fiduciary duties as directorsBoard.

Standstill. ▇▇▇▇▇▇▇▇▇▇ agrees that during the Standstill Period (as hereinafter defined), ▇▇▇▇▇▇▇▇▇▇ and his affiliates [as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")] will not (and he and they will not assist or encourage others to), directly or indirectly: (a) During the Designation PeriodAcquire or agree, the Stockholder shall offer, seek, request permission or propose to acquire, or cause to be acquired (by merger, tender offer, purchase, statutory share exchange or otherwise), ownership (including, but not and shall cause its Affiliates not limited to, without beneficial ownership as defined in Rule 13d-3 under the prior written consent Exchange Act) of any of the majority Company's assets (other than acquisitions of inventory in the ordinary course of business) or businesses or any voting stock that would result in beneficial ownership by you and your affiliates of voting stock of the entire Board Company in excess of Directors (excluding any representatives or designees 4% of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others: (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% total voting power of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as stock of the date Company in the aggregate, for which purpose any rights or options (including without limitation convertible securities) to acquire such ownership of voting stock shall constitute beneficial ownership of such voting stock, regardless of when they are exercisable (except, in each event, pursuant to any proposal expressly solicited by the Chief Executive Officer of the Share Acquisition is greater than Company, and in such event such proposal shall not be pursued by you or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned your affiliates if you are hereafter advised by the Stockholder for purposes of Section 382 Chief Executive Officer of the CodeCompany that the Company is no longer interested in pursuing such proposal, then such portion provided, however, that nothing contained herein shall preclude you from orally contacting the Chief Executive Officer of the Share Acquisition Company to inform him that would result you are interested in pursuing such an increase may be effected under this clause (III) only a proposal if invited to do so by the extent Chief Executive Office of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its AffiliatesCompany); or (vb) make seek or cause Parent propose to make a public announcement regarding any intention influence or control the management or policies of the Stockholder Company or to take an action which would obtain representation on the Company's Board of Directors, or solicit, or participate in the solicitation of, proxies or consents with respect to any securities of the Company in connection with the election of directors or any other matter or disclose to the public by press release or other communication its or their position concerning the election of directors or any other matter to be prohibited considered by the shareholders of the Company, or request permission to do any of the foregoing. provided; or (c) make any other public announcement with respect to any of the foregoing; or (d) enter into any discussions, howevernegotiations, arrangements or understandings with any third party with respect to any of the foregoing; or (e) contact any employee, representative, agent, or Board member of the Company other than the Company's Chief Executive Officer to request that the foregoing shall not restrict Company, directly or indirectly, waive or amend any provision of this paragraph 13. As used herein, the ability Standstill Period means the period commencing as of the Stockholder Designees date hereof and terminating one year from exercising their fiduciary duties the date hereof. ▇▇▇▇▇▇▇▇▇▇ covenants that as directorsof the date hereof neither he nor any of his affiliates are engaged in any discussions regarding any acquisition proposal and that any prior discussions regarding any acquisition proposal have been terminated.

Standstill. 6.1.1 The standstill obligation, as set out in this Article 6.1, will take effect as of the Date of this Agreement and will terminate on the earlier of (ax) the date that is ten (10) years following the date on which the Closing occurs and (y) the termination of this Agreement if the Closing does not occur (the “Standstill Period”). 6.1.2 During the Designation Standstill Period, the Stockholder Investor, the Parent Investor or any of their Affiliates, shall not and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersnot: (i) in any manner: A. acquirewithout the express written consent of the Issuer, agree to acquire or make any public proposal to acquire (whether directly or indirectlyindirectly acquire any additional Equity Securities (other than the Warrants) of the Issuer, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) if after giving effect to such acquisition the Share Acquisition Investor, the Stockholder and its Parent Investor, any of the Affiliates of the Investor or the Parent Investor, or any other party Acting in Concert with the Investor, the Parent Investor or any of the Affiliates of the Investor or the Parent Investor would Beneficially Own less (without taking into account the Warrants or the shares issuable (but not yet issued) thereunder owned by them at that time) together in the aggregate directly or indirectly own or have the right to acquire more than 34.529.9% of the then issued and outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as voting securities of the date Issuer (assuming the exercise, conversion or exchange of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, any Equity Securities held by any of them at any time (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and Warrants) that are exercisable, convertible or exchangeable into or for shares of the Issuer at such time) (Ythe resulting number of securities rounded down) would not result in an increase in (the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)“Standstill Limit”); (ii) Transfer any Common Stockdirectly or indirectly encourage or support a tender, Voting Securities exchange or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender other offer or exchange offer proposal by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreementparty; (iii) propose (Aa) propose to any Person or take substantial steps to effect or enter into any merger, consolidation, business combination, tender or exchange offer, purchase of the Issuer’s assets or businesses, or similar transaction involving the Issuer or (b) any recapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent with respect to the Issuer (it being understood that the Investor’s Chief Executive Officer may contact the Issuer’s Chief Executive Officer on a non-public and non-committal basis to gauge the Issuer’s Chief Executive Officer’s views on the Issuer’s potential interest in any such matter described in clause (a) or any (b)); or (iv) directly or indirectly (a) submit matters to, request that matters be submitted to, or request the convening of, a general meeting of its subsidiaries; the shareholders of the Issuer, or (Bb) seek election solicit proxies or consents, or become a participant in a solicitation in relation to matters submitted to a general meeting of the shareholders of the Issuer, in each case of (a) and (b) without or seek to place a representative on against the recommendation or support by the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) that Investor may solicit proxies or shareholder consents or be and may become a participant in any such a solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any proposal that would adversely affect its rights under this Agreement, the Warrants, or the Option, License and Collaboration Agreement or as a shareholder of the Issuer, and may also make a proposal pursuant to Article 7.3.1, provided that the provisions of this Article 6.1.2(iv) shall automatically cease to apply when the Investor ceases to have the right to appoint Investor Board Designees pursuant to Article 7.3; (a) make public statements with respect to (save if legally obliged to) or, (b) with the actual knowledge of the Parent Investor’s executive officers, provide assistance to, commit to, or discuss or enter into any agreement or arrangement with any party to do, any of the foregoing prohibited actions provided that in relation to prohibited actions in subsection (other than a Group consisting of Stockholder and its Affiliates); or (vii) make or cause Parent to make a public announcement regarding any intention that have been committed without the actual knowledge of the Stockholder to take an action which would be prohibited by any Parent Investor’s executive officers, the Investor and Parent Investor shall promptly terminate and unwind such actions upon written request of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsIssuer.

Standstill. (a) During the Designation PeriodStandstill Term, neither the Investor nor the Holder nor any of its Affiliates (collectively, the Stockholder “Standstill Parties”) shall not (and the Holder shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly except as expressly approved or indirectly (including invited in a manner willfully designed to circumvent writing by the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, acquire beneficial ownership of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, or make a tender, exchange or other offer to acquire Shares of Then Outstanding Common Stock and/or Common Stock Equivalents, if after giving effect to such acquisition, the Standstill Parties would beneficially own more than the Standstill Limit; provided, however, that notwithstanding the provisions of this Section 5.1(a), if the number of shares constituting Shares of Then Outstanding Common Stock is reduced or if the aggregate ownership of the Standstill Parties is increased as a result of a repurchase by purchasethe Company of Shares of Then Outstanding Common Stock, stock split, stock dividend or a recapitalization of the Company, the Standstill Parties shall not be required to dispose of any of their holdings of Shares of Then Outstanding Common Stock even though such action resulted in the Standstill Parties’ beneficial ownership totaling more than the Standstill Limit; (b) directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company, (ii) propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or (iii) unless a person referred to in the foregoing clause (ii) is nominated by a third party in connection with such party’s publicly announced and not withdrawn Acquisition Proposal, fail to cause to be voted in accordance with the recommendation of the Company’s Board of Directors with respect to such person for election to the Company’s Board of Directors any Shares of Then Outstanding Common Stock; (c) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) the consummation of which would result in a Change of Control of the Company (an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer, Holder shall not be prohibited from taking any of the actions otherwise prohibited by this Section 5.1(c) for so long as the Company maintains and does not withdraw such recommendation; (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any matter, or seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock of the Company; (e) deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (f) propose (i) any merger, consolidation, business combination, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% , purchase of the outstanding shares of Common StockCompany’s assets or businesses, with or similar transaction involving the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Company or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (ivg) act in concert with any Third Party to take any action in clauses (a) through (f) above, or form, join or in any way participate in a Group in connection “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act; (h) enter into discussions, negotiations, arrangements or agreements with any of Person relating to the foregoing actions referred to in (other than a Group consisting of Stockholder and its Affiliates)a) through (g) above; or (vi) make request or cause Parent propose to make a public announcement regarding the Company’s Board of Directors, any intention member(s) thereof or any officer of the Stockholder to take an action which would be prohibited by Company that the Company amend, waive, or consider the amendment or waiver of, any of the foregoing. provisions set forth in this Section 5.1 (including this clause (i)); provided, however, that (A) nothing contained in this Section 5.1 shall prohibit the Holder from making confidential, non-public proposals to, or entering into confidential, non-public discussions, negotiations, arrangements or agreements with, the Company and with third parties with the express authorization of the Company, which the Holder or any Affiliate may request in a confidential, non-public manner, regarding a transaction or matter of the type described in the foregoing clauses (a) and (f), and (B) nothing in the foregoing clause (b) shall prohibit the Holder from proposing to the Company’s Governance and Nominating Committee (and not restrict pursuant to the ability advance notice provisions set forth in the Company’s bylaws), in a confidential, non-public manner, potential director candidates for consideration by the Company’s Governance and Nominating Committee, which candidates the Holder believes would be in the best interest of the Stockholder Designees from exercising their fiduciary duties as directorsCompany and its stockholders.

Standstill. (a) During the Designation Periodperiod (such period, the Stockholder “Restricted Term”) from and after the date of this Agreement until the earliest to occur of (i) the expiration or earlier termination of the Collaboration Agreement and (ii) the fourth (4th) anniversary of the Closing Date (as defined in the Purchase Agreement), neither the Investor nor any of its Affiliates (collectively, the “Standstill Parties”) shall not (and the Investor shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly except as expressly approved or indirectly (including invited in a manner willfully designed to circumvent writing by the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, acquire beneficial ownership of Then Outstanding Ordinary Shares and/or Ordinary Shares Equivalents, or make a tender, exchange or other offer to acquire Then Outstanding Ordinary Shares and/or Ordinary Shares Equivalents, if after giving effect to such acquisition, the Standstill Parties would beneficially own more than the Standstill Limit; provided, however, that notwithstanding the provisions of this Section 3.1(a), if the number of shares constituting Then Outstanding Ordinary Shares is reduced or if the aggregate ownership of the Standstill Parties is increased as a result of a repurchase by purchasethe Company of Then Outstanding Ordinary Shares, stock split, stock dividend or a recapitalization of the Company, the Standstill Parties shall not be required to dispose of any of their holdings of Then Outstanding Ordinary Shares even though such action resulted in the Standstill Parties’ beneficial ownership totaling more than the Standstill Limit; (b) directly or indirectly, seek to have called any meeting of the stockholders of the Company, propose or nominate for election to the Company’s Board of Directors any person whose nomination has not been approved by a majority of the Company’s Board of Directors or cause to be voted in favor of such person for election to the Company’s Board of Directors any Then Outstanding Ordinary Shares; (c) directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person (an “Offeror”) the consummation of which would result in a Change of Control of the Company (an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer, Investor shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1(c) for so long as the Company maintains and does not withdraw such recommendation; (d) directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company’s Board of Directors with respect to any matter, or seek to advise or influence any Person, with respect to voting of any Then Outstanding Ordinary Shares; (e) deposit any Then Outstanding Ordinary Shares in a voting trust or subject any Then Outstanding Ordinary Shares to any arrangement or agreement with respect to the voting of such Then Outstanding Ordinary Shares; (f) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, or similar transaction involving the Company or (ii) any material assets recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (g) act in concert with any Third Party to take any action in clauses (a) through (e) above, or form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” within the meaning of Parent Section 13(d)(3) of the Exchange Act. (h) enter into discussions, negotiations, arrangements or agreements with any subsidiary of ParentPerson relating to the foregoing actions referred to in (a) through (f) above; or B. make any Share Acquisition unless (xi) after giving effect request or propose to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% Company’s Board of Directors, any member(s) thereof or any officer of the outstanding shares of Common StockCompany that the Company amend, with waive, or consider the number of outstanding shares calculated based on the number of shares reported outstanding by Parent amendment or waiver of, any provisions set forth in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and this Section 3.1 (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to including this clause (IIIi)); provided, however, that (A) would otherwise result nothing contained in an increase this Section 3.1 shall prohibit the Investor from making confidential, non-public proposals to the Company for a transaction of the type described in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition foregoing clauses (a) and (f) that would result in such an increase may be effected under this clause (III) only to the extent a Change of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common StockControl, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made mere voting in accordance with Section 4.2(b)5 hereof of any voting securities of the Company held by the Investor or its Affiliates shall not constitute a violation of any of clauses (a) through (h) above. Notwithstanding the foregoing, if at any time during the Restricted Term the Company executes a transaction with any other Person that (yi) results in such Person becoming the parties otherwise agree beneficial owner of Then Outstanding Ordinary Shares and/or Ordinary Share Equivalents in writing not an amount equal to apply Section 4.2(b) to such Section 382 Transfer or greater than the percentage of ownership represented by the Shares on the date hereof and (zii) such transaction is a strategic collaboration or other strategic licensing arrangement with the Company, the Company shall offer to the Investor the opportunity to amend Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent 3 and in all cases subject to Section 4.3 5 of this Agreement; Agreement in a manner such that such provisions would be consistent with the “standstill” and stockholder voting terms and conditions upon which the Company permitted such other Person to own and act (iiior fail to act) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for Company and the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsOrdinary Shares.

Standstill. From the Execution Date of this Agreement and until the Closing Date, the Vendor warrants that: (a) During the Designation Period, the Stockholder Company shall not take any action which will prevent it from affirming that the representations and warranties contained in this Agreement are true and correct as of the Closing Date. (b) the Company shall cause carry on the Business only in the ordinary course and use its Affiliates best efforts to preserve intact its Business organization and goodwill and maintain its relationship with suppliers, customers and other Persons having Business relations with it. (c) no change shall be made or promised in the compensation, commissions or bonuses payable by the Company to any of its Employees and/or consultants except for routine previously scheduled periodic salary increases. (d) the Company shall not todeclare or make any payment of any dividend or other distribution in respect of the Shares other than: (i) the dividend or distribution referred to in Section 2.2 herein; and (ii) any dividend of an amount equal to the aggregate amount of the cash on hand of the Company plus the amount required to compensate advances made to the Vendor by the Company, less the amount of cash needed to cover short term liabilities and outstanding cheques; (e) the Vendor shall promptly notify the Purchaser in writing of the existence or happening of any event or occurrence known to the Vendor which may alter the accuracy or completeness of any representation or warranty contained herein without relieving the Vendor therefrom; (f) the Company shall maintain all of its property and Assets in customary and satisfactory repair, order and condition; (g) the Company shall not dispose of any of its Assets outside the Normal Course of Business, except for the disposition of the Building in favour of the Vendor; (h) the Company shall not purchase, acquire or lease any additional assets without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with others:Purchaser; and (i) in neither the Company nor its shareholders, directors or officers will discuss or negotiate with any manner: A. acquireother Person, agree to acquire or make entertain or consider any public proposal to acquire (whether directly other inquiries or indirectlyproposals, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect relating to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% possible disposition of the outstanding shares of Common Stock, with Assets or the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as Business of the date of Company, unless the Share Acquisition transaction contemplated herein is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned completed by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsClosing Date.

Standstill. (a) During Subject to Section 3(b) hereof, each member of the Designation Period, Barington Group jointly and severally agrees that during the Stockholder shall not period commencing on the date hereof and shall cause its Affiliates not toending on the Termination Date, without the prior written consent of the Board specifically expressed in a written resolution adopted by a majority vote of the entire Board Board, he, she or it will not, and will cause each of Directors (excluding any representatives his, her or designees of the Stockholder)its Affiliates, either directly Associates, employees, agents and other Persons acting on his, her or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersits behalf not to: (i) in any manner: A. acquire, offer or propose to acquire, or agree to acquire (except by way of stock dividends or make other distributions or offerings made available to holders of Voting Securities generally on a pro rata basis, provided that any public proposal such securities so received shall be subject to acquire (whether the provisions hereof), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (as such term is defined in Section 14), by joining a partnership, limited partnership, syndicate or other "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or otherwise, any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) Voting Securities, if after giving effect to such acquisition the Share Acquisition the Stockholder and its Affiliates Barington Group (by itself or with any other Person with whom it has any agreement, understanding or arrangement with respect to Voting Securities) would Beneficially Own less beneficially own more than 34.59.9% of the outstanding shares Voting Securities; provided, however, no sales by any member of Common Stock, with the Barington Group shall be required if the increase in the beneficial ownership of Voting Securities over 9.9% of the outstanding Voting Securities results exclusively from a reduction in the number of outstanding shares calculated based on Voting Securities by reason of the Company's repurchase of Common Stock; provided, that no member of the Barington Group acquires any additional Voting Securities following disclosure by the Company of information indicating that the Barington Group beneficially owns in excess of 9.9% of the outstanding Voting Securities. For the purposes of computing the beneficial ownership of the Barington Group at the time of any purchase, the number of shares reported outstanding Voting Securities shall be determined by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed the latest available Company filing with the SEC Securities and Exchange Commission (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c"SEC")), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d));. (ii) Transfer engage, or in any Common Stockway participate, directly or indirectly, in any "solicitation" (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage or influence any Person with respect to the voting of any Voting Securities Securities; initiate, propose or Derivative Securities of Parent during otherwise "solicit" (as such term is defined in Rule 14a-1(l) promulgated by the Section 382 Limitation Period if both (ASEC under the Exchange Act) the Current Price as stockholders of the date Company for the approval of such Transfer is less than stockholder proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior Exchange Act or otherwise; induce or attempt to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (induce any other Person to initiate any such Transferstockholder proposal; or otherwise communicate with the Company's stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; or participate in, a “Section 382 Transfer”)or take any action pursuant to, unless (x) such Section 382 Transfer is made any "shareholder access" proposal which may be adopted by the SEC, whether in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer proposed Rule 14a-11 or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreementotherwise; (iii) except as required pursuant to Item 4 of Schedule 13D in connection with a Disposition (Aas hereinafter defined) of Voting Securities expressly permitted under Section 3(b) of this Agreement, seek, propose to or make any Person or take substantial steps to effect or enter into statements with respect to, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities, dissolution, liquidation, restructuring, recapitalization or similar transactions involving the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Company or any of its subsidiaries; (B) seek election Affiliates, provided that the Barington Group may publicly express its opinion with respect to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control announced merger, consolidation or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofbusiness combination; (iv) 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 any Voting Securities, other than a Group "group" that includes all or some lesser number of the Persons identified as "Reporting Persons" in the Schedule 13D, but does not include any other members who are not currently identified as Reporting Persons; (v) deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities, except as expressly set forth in this Agreement; (vi) 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 in this Agreement; (vii) seek, alone or in concert with others, (a) to call a meeting of stockholders or solicit consents from stockholders, (b) to obtain representation on the Board, or (c) to effect the removal of any member of the Board; (viii) make any proposal (including publicly disclose or discuss any proposal) or enter into any discussion regarding any of the foregoing, or make any proposal, statement or inquiry, or disclose any intention, plan or arrangement (whether written or oral) inconsistent with the foregoing, or make or disclose any request to amend, waive or terminate any provision of this Agreement; (ix) have any discussions or communications, or enter into any arrangements, understanding or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other Person in connection with any of the foregoing (foregoing, or make any investment in or enter into any arrangement with, any other than a Group consisting Person that engages, or offers or proposes to engage, in any of Stockholder and its Affiliates)the foregoing; or (vx) make take or cause Parent to make a public announcement regarding any intention of the Stockholder or induce others to take an any action which would be prohibited by inconsistent with any of the foregoing. provided. (b) If the Company's announced, howeveractual basic earnings per share for the three quarters ended September 30, that the foregoing shall not restrict the ability 2005 fail to exceed 90% of the Stockholder Designees Expected Per Share Earnings Level (as hereinafter defined) for such nine-month period, the Barington Group shall be relieved from exercising their fiduciary duties compliance with the provisions of Section 3(a) hereof solely to the extent necessary to permit it to nominate a single candidate for election to the Board as directorsa director to run as a "short slate" against the Board's slate of nominees for the Company's 2006 Annual Meeting of Stockholders (the "2006 Annual Meeting") and to solicit proxies in support of such candidate for election to the Board, as well as to request a shareholder list and related information and make any and all filings and/or announcements necessary in the sole discretion of the Barington Group, in connection with such nomination, and to vote all Voting Securities then beneficially owned in favor of the election of such candidate to the Board and against one nominee on the slate nominated by the Board for the 2006 Annual Meeting. The term Expected Per Share Earnings Level means for all purposes herein the product of (1) times (2) where (1) is 65% and (2) is the lower end of the Estimated Per Share Earnings Range (as hereinafter defined). The term "Estimated Per Share Earnings Range" shall mean the range of full year estimated earnings per share which the Company will publicly announce at its next scheduled quarterly conference call scheduled to occur on March 1, 2005.

Standstill. 2.1 Until such time as the Teads Stockholders together with their Affiliates hold in the aggregate less than 15% of the total voting power of the outstanding capital stock of the Company determined on an as-converted basis (a) During the Designation “Standstill Period, the Stockholder shall not and shall cause its Affiliates not to”), without the prior written consent approval of the majority Board to be given in its discretion, the Teads Stockholders shall not, and shall cause their Affiliates that are Entities (and anyone acting on behalf of the entire Board any such Persons) as well as a controlling individual shareholder of Directors (a Teads Stockholder, but excluding any representatives such Affiliates’ directors and officers, other than in their capacity as such on behalf of Seller or designees of the Stockholder)its Affiliates that are Entities or as a controlling individual shareholder, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersnot to: (ia) in any manner: A. acquire, acquire or agree to acquire or make any public proposal to acquire (whether acquire, directly or indirectly, by purchase, tender or exchange offer) Beneficial Ownership of any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result (including in such an increase may be effected under this clause (IIIderivative form) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Acquisition Stock and other than in connection with a stock split, stock dividend, Preferred Stock conversion, or similar transaction (Y) would not result in an increase in including as contemplated by the Aggregate Section 382 Owner Shift Certificate of Designation of Series A Convertible Preferred Shares of Outbrain Inc. (as determined pursuant to Section 4.2(dthe “Certificate of Designation”)); ; provided that, subject to compliance with applicable securities laws, nothing in this Agreement (iiincluding but not limited to the restrictions in this Section 2) Transfer will prohibit or restrict such Teads Stockholders and their Affiliates from negotiating, evaluating or trading, directly or indirectly, in any Common Stockindex, Voting Securities exchange traded fund, benchmark or Derivative Securities other basket of Parent during securities which may contain or otherwise reflect the Section 382 Limitation Period if both (A) the Current Price as performance of, any securities or indebtedness of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent Company or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (ivb) form, join or in any way participate in a Group in connection with any “group” (as defined under Section 13(d) of the foregoing Exchange Act), with respect to any equity securities of the Company (other than a Group consisting “group” solely including the Teads Stockholders and their Affiliates with respect to any securities of Stockholder and its Affiliatesthe Company now or hereafter owned by them); or; (vc) make call or cause Parent seek to make a public announcement regarding have called any intention annual or special meeting of the Stockholder Company’s stockholders (each a “Stockholders’ Meeting”) or present or seek to take an present at any Stockholders’ Meeting any proposal for consideration for action which would be prohibited by any of stockholders or for discussion only by the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.stockholders;

Standstill. (a) During the Designation Standstill Period, the Investor Stockholders shall not, and the Investor Stockholders shall ensure that none of the Elevation Entities or their respective Affiliates shall, nor shall any of the foregoing Persons act in concert with any other Person to: (i) except (x) as a result of the Beneficial Ownership of or exercise of any Rights, (y) the receipt of any Capital Stock, rights or other securities from the Company pursuant to the terms of the Series B Preferred Stock (or the exercise or conversion of any such Capital Stock rights or other securities) and (z) Equity Securities issued to Series B Directors or Investor Directors in their capacities as such, if any, (A) acquire or hold any Economic Right or Beneficial Ownership of Equity Securities or (B) authorize or make a tender offer, exchange offer or other offer or proposal, whether oral or written, to acquire Equity Securities, in each case, if the effect of such acquisition or holding would be that the Common Stock Beneficially Owned in the aggregate by the Investor Stockholders and their Affiliates (including, without limitation, any 13D Group of which any Investor Stockholder or any Affiliate thereof is a member) would exceed the Standstill Limit, provided that for purposes of calculating the number of shares of Common Stock Beneficially Owned by the Investor Stockholders and their Affiliates, there shall be excluded from such calculation shares of Common Stock Beneficially Owned by Affiliates of the Investor Stockholders that are not also Beneficially Owned by the Investor Stockholders up to the maximum number of shares of Common Stock that will be excluded pursuant to this clause equal one percent (1%) of the Diluted Common Shares Outstanding; (ii) (A) solicit or participate in any solicitation of proxies 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 (x) the Investor Stockholders or any Affiliate or (y) other than in accordance with and consistent with the recommendation of the Board); provided, that the limitation contained in this clause (ii) shall not and shall cause its Affiliates not to, without apply to any proposal recommended by the prior written consent Board relating to a Change in Control of the majority Company to be voted on by the Company’s stockholders that is not instituted or proposed by any Investor Stockholder or any Affiliate of any Investor Stockholder or any 13D Group of which any Investor Stockholder or any Affiliate of an Investor Stockholder is a member; (iii) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any Person with respect to the voting of such Voting Stock; (iv) join a 13D Group (other than a group comprising solely of the entire Board Investor Stockholders and their Permitted Transferees) or other group, or otherwise act in concert with any third Person for the purpose of Directors acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Securities; (excluding v) effect or seek, offer or propose (whether publicly or otherwise) to effect any representatives or designees Change in Control of the StockholderCompany; (vi) effect or seek, offer or propose (whether publicly or otherwise) to effect any recapitalization (other than the Merger), either directly restructuring, liquidation, dissolution or indirectly other transaction with respect to the Company or any of its Subsidiaries; (including in vii) authorize or take any action to permit any Affiliate of Elevation to be named as a manner willfully designed to circumvent director candidate on a proxy or ballot of any other Person other than the following provisions)proxy or ballot of the Company with the recommendation of the Board; (viii) otherwise act, alone or in concert with others: (i) in any manner: A. acquire, agree to acquire effect or make any public proposal to acquire seek, offer or propose (whether directly publicly or indirectly, by purchase, tender or exchange offerotherwise) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving to effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% control of the outstanding shares of Common Stockmanagement, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Board or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as policies of the date Company or to seek a waiver of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 any provision of this Agreement; provided, provided however, that no action by a Series B Director or Investor Director (solely in their capacities as such) shall be deemed to the extent such Share Acquisition pursuant to violate this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)4.2(a)(viii); (iiix) Transfer take any Common Stockaction that results in the Investor Stockholders having to file or amend a Schedule 13D indicating an intention, Voting Securities plan or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior proposal to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with do any of the foregoing (other than a Group consisting of Stockholder and its Affiliates)foregoing; or (vx) make otherwise take any action that would or cause Parent could reasonably be expected to compel the Company to make a public announcement regarding any intention of the Stockholder to take an action matters set forth in this Section 4.2. (b) If, at any time during the Standstill Period, (i) the Company has entered into a definitive agreement, the consummation of which would result in a Fundamental Change, or (ii) any Person shall have commenced and not withdrawn a bona fide public tender or exchange offer which if consummated would result in a Fundamental Change and the Board has not recommended that its stockholders reject such offer within the time period contemplated by Rule 14d-9, for so long as such condition continues to apply, the limitation on the actions described in clauses (a)(ii), (a)(iii), (a)(iv) (and any related acquisition of Beneficial Ownership solely by being part of a group shall be prohibited exempt from (a)(i)), (a)(v), (a)(vi), (a)(ix) and (a)(x) above shall not be applicable to the Investor Stockholders (but all other provisions of this Agreement will, subject to Section 4.2(c), continue to apply). (c) Anything in this Section 4.2 to the contrary notwithstanding, this Section 4.2 shall not prohibit or restrict any actions taken by any the Investor Stockholders’ designee or designees on the Board in their capacities as a member of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their Board and in compliance with and subject to his or her fiduciary duties as directorsa member of the Board. (d) The Investor Stockholders agree that during the Standstill Period they will not directly or indirectly propose, effect or agree to any transaction which if consummated would result in a Change of Control of the Company in which the acquiring counterparty is (i) an Investor Stockholder or an Affiliate of an Investor Stockholder or (ii) a member of a 13D Group of which an Investor Stockholder or an Affiliate of an Investor Stockholder is also a member, in each case unless such transaction is approved by (or in the case of a tender or exchange offer, is conditioned on the receipt of tenders from), the holders of a majority of the outstanding shares of Common Stock not Beneficially Owned by the Investor Stockholders or any of their affiliates (as defined in Section 12b-2 of the Exchange Act).

Standstill. The Investor hereby agrees that the Investor shall neither acquire, nor enter into discussions, negotiations, arrangements or understandings with any third party to acquire, beneficial ownership (aas defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) During the Designation Periodof any Voting Stock (as defined below), the Stockholder shall not and shall cause its Affiliates not toany securities convertible into or exchangeable for Voting Stock, or any other right to acquire Voting Stock (except, in any case, by way of stock dividends or other distributions or offerings made available to holders of any Voting Stock generally) without the prior written consent of the majority Company, if the effect of such acquisition would be to increase the Voting Power (as defined below) of all Voting Stock then beneficially owned (as defined above) by the Investor or which it has a right to acquire to more than nineteen and ninety-nine one hundredths percent (19.99%) (the "STANDSTILL PERCENTAGE") of the entire Board of Directors Total Voting Power (excluding any representatives or designees as defined below) of the Stockholder), either directly or indirectly (including Company at the time in a manner willfully designed to circumvent the following provisions), alone or in concert with otherseffect; PROVIDED that: (a) The Investor may acquire Voting Stock without regard to the foregoing limitation, and such limitation shall be suspended, but not terminated, if and for as long as (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, a tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition offer is made pursuant and is not withdrawn or terminated by another person or group to Section 7 of this Agreementpurchase or exchange for cash or other consideration any Voting Stock that, provided that to the extent such Share Acquisition pursuant to this clause (III) would if accepted or if otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Codesuccessful, then such portion of the Share Acquisition that would result in such person or group beneficially owning or having the right to acquire shares of Voting Stock with aggregate Voting Power of more than nineteen and ninety-nine one hundredths percent (19.99%) of the Total Voting Power of the Company then in effect and such offer is not withdrawn or terminated prior to the Investor making an increase may offer to acquire Voting Stock or acquiring Voting Stock; PROVIDED HOWEVER, that the foregoing standstill limitation will be effected reinstated once any such tender or exchange offer is withdrawn or terminated, (ii) another person or group hereafter acquires Voting Stock that results in such person or group being required to file a Schedule 13D (under this the rules promulgated under Section 13(d) under the Securities and Exchange Act of 1934, as such rules and section are in effect on the date hereof), or other similar or successor schedule or form, indicating that the purpose of such acquisition is other than for mere investment; PROVIDED, HOWEVER, that the foregoing standstill limitation will be reinstated once the percentage of Total Voting Power beneficially owned by such other person or group falls below five percent (5%); (iii) another person or group hereafter acquires Voting Stock that results in such person or group being required to file a Schedule 13G, or other similar or successor schedule or form, indicating that such other person or group beneficially owns or has the right to acquire Voting Stock with aggregate Voting Power of more than nineteen and ninety-nine one hundredths percent (19.99%) of the Total Voting Power of the Company; PROVIDED, HOWEVER, that the foregoing standstill limitation will be reinstated once the percentage of Total Voting Power beneficially owned by such other person or group falls below five percent (5%); or (iv) another person or group orally or in writing contacts the Company and advises the Company of such person's or group's intention to commence a tender or exchange offer that, if so commenced, would result in a suspension pursuant to clause (IIIi) only above (e.g., a "bear hug" offer); PROVIDED, HOWEVER, that the foregoing standstill limitation will be reinstated if such intention is withdrawn in writing or other reasonable evidence of such withdrawal is provided to the extent Investor. The Company shall notify the Investor in writing of the remaining available Stockholder Buffer Shares occurrence of any event described in clauses (i) through (iv) of the immediately preceding sentence as determined soon as practicable following the Company's becoming aware of any such event, and in any case, shall provide the Investor written notice of any such event within twenty-four (24) hours of the occurrence of any such event. (b) The Investor will not be obliged to dispose of any Voting Stock if the aggregate percentage of the Total Voting Power of the Company represented by Voting Stock beneficially owned by the Investor or which the Investor has a right to acquire is increased beyond the Standstill Percentage (i) as a result of a recapitalization of the Company or a repurchase or exchange of securities by the Company or any other action taken by the Company or its affiliates; (ii) as the result of acquisitions of Voting Stock made during the period when the Investor's "standstill" obligations are suspended pursuant to Section 4.2(c10.1(a); (iii) or as a result of an equity index transaction, provided that Investor shall not vote such shares; (IViv) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition by way of stock unless it is an acquisition dividends or other distributions or rights or offerings made available to holders of shares of Voting Stock generally; (v) with the consent of a class simple majority of stock other than the authorized members of the Company's Board of Directors; or (vi) as part of a transaction on behalf of Investor's Defined Benefit Pension Plan, Profit Sharing Retirement Plan, 401(k) Savings Plan, Sheltered Employee Retirement Plan and Sheltered Employee Retirement Plan Plus, or any successor or additional retirement plans thereto (collectively, the "RETIREMENT PLANS") where the Company's shares in such Retirement Plans are voted by a trustee for the benefit of Investor employees or, for those Retirement Plans where Investor controls voting, where Investor agrees not to vote any shares of such Retirement Plan Voting Stock that would cause Investor to exceed the Standstill Percentage. (c) As used in this Section 10, (i) the term "VOTING STOCK" means the Common Stock and (Y) would not result in an increase any other securities issued by the Company having the ordinary power to vote in the Aggregate Section 382 Owner Shift election of directors of the Company (as determined pursuant to Section 4.2(dother than securities having such power only upon the happening of a contingency that has not occurred)); , (ii) Transfer the term "VOTING POWER" of any Common Stock, Voting Securities or Derivative Securities Stock means the number of Parent during the Section 382 Limitation Period if both (A) the Current Price as votes such Voting Stock is entitled to cast for directors of the date Company at any meeting of such Transfer is less than shareholders of the Section 382 Threshold Price Company, and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose the term "TOTAL VOTING POWER" means the total number of votes which may be cast in the election of directors of the Company at any meeting of shareholders of the Company if all Voting Stock was represented and voted to the fullest extent possible at such meeting other than votes that may be cast only upon the happening of a contingency that has not occurred. For purposes of this Section 10, the Investor shall not be deemed to have beneficial ownership of any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale Voting Stock held by a pension plan or other disposition outside employee benefit program of the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on Investor if the Board of Directors except pursuant to Investor does not have the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking power to control the investment decisions of such plan or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directorsprogram.

Standstill. (a) During the Designation Standstill Period, the Stockholder Raging Capital Group, each Member, each Raging Capital Director and the Raging Capital Nominee and each of their respective Affiliates shall not and shall cause its Affiliates not tonot, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersCompany: (ia) in any manner: A. own, acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire or make any public proposal to acquire (whether acquire, directly or indirectly, by purchasepurchase or otherwise, tender or exchange offer(i) Beneficial Ownership of any material assets Common Stock representing in the aggregate in excess of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.522.5% of the shares of Common Stock outstanding at any given time; provided that shares of Common Stock underlying Convertible Notes or New Convertible Notes shall not be deemed to be Beneficially Owned, regardless of the ability of the holders thereof to convert such Convertible Notes or New Convertible Notes into Common Stock at any given time, for purposes of calculating this ownership limitation unless and until such Convertible Notes or New Convertible Notes are actually converted into Common Stock pursuant to the terms thereof, or (ii) Beneficial Ownership of any Senior Notes, Convertible Notes, New Convertible Notes or any other interests in the Company’s indebtedness such that the aggregate principal amount of all such indebtedness exceeds $40,000,000; provided that nothing herein will require Common Stock to be sold to the extent the ownership limit in subparagraph (i) is exceeded solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock; (b) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any person with respect to the voting of, any Voting Stock of the Company (other than in a Raging Capital Director’s or the Raging Capital Nominee’s capacity as a member of the Board in a manner consistent with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent Board’s recommendation in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed connection with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)matter); (iic) Transfer separately or in conjunction with any Common Stockother person in which it is or proposes to be either a principal, Voting Securities partner or Derivative Securities financing source or is acting or proposes to act as broker or agent, submit a recommendation of, proposal for or offer of Parent during (with or without conditions) (including to the Section 382 Limitation Period if both (ABoard) the Current Price as any Extraordinary Transaction, except confidentially in a manner that would not be reasonably likely to require public disclosure. “Extraordinary Transaction” means any of the date following involving the Company or any of such Transfer is less than its Subsidiaries or its or their securities or a material amount of the Section 382 Threshold Price and (B) assets or businesses of the transferee is a holder Company or any of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (its Subsidiaries: any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization or the recapitalization, sale or other disposition outside the ordinary course acquisition of business of any material asset of Parent assets, liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofdissolution; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.

Standstill. (a) During Each of the Designation Facility Lenders and the Existing Lender agrees, subject to the terms of this Agreement, that for the Standstill Period, the Stockholder it shall not and shall cause its Affiliates not to, without the prior written consent of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder), either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), alone or in concert with othersnot: (i) file or join in the filing of any involuntary petition in bankruptcy with respect to the Company or its Subsidiaries, or initiate or participate in any manner: A. acquiresimilar proceedings for the benefit of creditors, agree to acquire including any proceeding for the appointment of a trustee, receiver, conservator or make any public proposal to acquire (whether directly liquidator of the Company or indirectly, by purchase, tender or exchange offer) any material assets of Parent its Subsidiaries or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))its assets; (ii) Transfer seek to collect or enforce by litigation or otherwise, any Common Stock, Voting Securities payment obligations under the Existing Loan Documents or Derivative Securities of Parent during the Loan Documents; provided that nothing in this Section 382 Limitation Period if both (A) 1 shall prohibit the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this AgreementFacility Lenders from exercising their Exchange Option; (iii) (A) propose to make any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale Margin Calls or other disposition outside demands for payment in respect of, or additional collateral to secure the ordinary course Existing Obligations; provided, however, that this clause shall not adversely affect the right of business of the Existing Lenders to take any material asset of Parent actions to preserve, protect or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on perfect their liens in the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCollateral; (iv) formdeclare a default or event of default under, join or participate in a Group in connection with exercise or enforce any right or remedy under, or accelerate the maturity of the foregoing (other than a Group consisting of Stockholder and its Affiliates)any Existing Obligation or Loan under, any Existing Loan Document or Loan Document; or (v) make seek to attach, sequester or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by otherwise proceed against any of the foregoing. providedCollateral. (b) The Standstill Period may be terminated by the Existing Lenders or the Facility Lenders by written notice to the Company and each other Creditor upon the occurrence of any of the following: (i) a failure by the Company under the Existing Loan Agreement to make to the Existing Lenders any scheduled payment of interest, howeverwhich failure continues unremedied for two days, that or any payment of principal due in respect of payoffs or prepayments of mortgage loans comprising any portion of the foregoing Collateral; (ii) any intentional fraud or misrepresentation by the Company; (iii) immediately upon a failure of the Facility Lenders to make an Advance (as defined in the Loan Agreement) under the Loan Agreement following a request of the Company thereunder; (iv) immediately in the event any Other Existing Lender takes any of the actions described in Section 1(a) of its Other Intercreditor Agreement, whether or not it shall have given notice of termination of the Standstill Period. (v) the Company shall not restrict have entered into the ability Loan Agreement in substantially similar form to the October 13, 1998 draft thereof at or before 12:00 noon, New York City time, on October 14, 1998; (vi) the conditions to the obligations of the Stockholder Designees Facility Lenders to fund the Initial Advance shall not have been satisfied or waived by the Facility Lenders and the Facility Lenders, if requested by the Company to fund the Initial Advance, shall not have funded the Initial Advance at or before 12:00 noon, New York City time, on October 14, 1998; (vii) the Company shall not have delivered (by facsimile transmission or otherwise in accordance with Section 16 hereof) to each Creditor a forbearance agreement of BankBoston at or before 12:00 noon, New York City time, on October 14, 1998, which is satisfactory in substance and form to each Creditor; (viii) the condition contained in clause (y) of the definition of "Standstill Period" to the extension of the Standstill Period beyond the date which is 45 days from and after the date hereof shall not have been satisfied on or before such date; (ix) a Change of Control or payment of the Take-Out Premium; or (x) an event shall occur and be continuing for a period of ten Business Days which permits any holder of indebtedness for borrowed money of the Company or any Subsidiary outstanding (other than any Creditor) to accelerate the maturity of such indebtedness or exercise remedies with respect to property of the Company or any Subsidiary, without such indebtedness being paid or the rights of such holder to take such action being waived, stayed or subjected to a standstill or other agreement of such holder to forbear from exercising their fiduciary duties remedies, reasonably satisfactory to the Creditors. (c) The Standstill Period shall terminate automatically without notice or other action by any Creditor upon the occurrence of any of the following: (i) the Company or any Subsidiary shall consent to the appoint ment of or taking possession by a receiver, assignee, custodian, sequestrator, trustee or liquidator (or other similar official) of itself or of a substantial part of its property; or the Company or any Subsidiary shall admit in writing (to any creditor, governmental authority or judicial court or tribunal) its inability to pay its debts generally as directorsthey come due or shall fail generally to pay its debts as they become due, or shall make a general assignment for the benefit of its creditors; or the Company or any Subsidiary shall file a voluntary petition in bankruptcy or a voluntary petition or answer seeking liquidation, reorganization or other relief with respect to itself or its debts under the Federal bankruptcy laws, as now or hereafter constituted or any other applicable Federal or State bankruptcy, insolvency or other similar law, or shall consent to the entry of an order for relief in an involuntary case under any such law; or the Company or any Subsidiary shall file an answer admitting the material allegations of a petition filed against the Company in any such proceeding, or otherwise seek relief under the provisions of any existing or future Federal or State bankruptcy, insolvency or other similar law providing for the reorganization or winding-up of corporations, or providing for an arrangement, agreement, composition, extension or adjustment with its creditors; or the Company or any Subsidiary shall take or publicly announce its intention to take corporate action in furtherance of any of the fore going; or (ii) an order, judgment or decree shall be entered in any proceeding by any court of competent jurisdiction appointing, without the consent of the Company, a receiver, trustee or liquidator of the Company or any Subsidiary or of any substantial part of its property, or any substantial part of the property of the Company or any Subsidiary shall be sequestered, and any such order, judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed or unvacated for a period of 30 days after the date of entry thereof; or (iii) an involuntary petition against the Company or any Subsidiary in a proceeding under the Federal bankruptcy laws or other insolvency laws, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within 30 days thereafter, or a decree or order for relief in respect of the Company or any Subsidiary shall be entered by a court of competent jurisdiction in an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or, under the provisions of any law providing for reorganization or winding-up of corporations which may apply to the Company, any court of com petent jurisdiction shall assume jurisdiction, custody or control of the Company or any Subsidiary or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 30 days.

Standstill. (a) During From and after the Designation PeriodClosing Date, the Stockholder each of Buyer and Norilsk Nickel shall not not, and shall cause its Affiliates each other Norilsk Party not to, without alone or acting in concert with any other Person, acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any Common Stock or other securities or rights to acquire any Common Stock or securities of the Company, or any assets of the Company or any subsidiary or division thereof other than the purchase of Common Stock (i) pursuant to the Stock Purchase Agreement, (ii) pursuant to the Offer and (iii) as may be necessary from time to time to maintain Ownership of 51% of the outstanding voting securities of the Company until such time as Buyer ceases to own twenty-five percent (25%) or more of the outstanding voting securities of the Company. Notwithstanding the foregoing, Buyer, Norilsk Nickel or any other Norilsk Party may make an offer to the Company to acquire all or part of the outstanding assets or securities of the Company (other than such securities already Owned by the Norilsk Nickel Group), whether pursuant to a tender offer, merger, sale of assets, combination or similar transaction or series of transactions, if as a condition to the consummation of such acquisition (A) prior written consent of a majority of the Public Directors is obtained, and (B) the Public Directors shall select in their sole discretion, and retain at the expense of the Company, independent financial advisors to review such transaction and provide an opinion regarding the fairness, from a financial point of view, of the financial terms of such transaction (and any consideration to be received in connection therewith) to the stockholders of the Company other than the Norilsk Nickel Group, which opinion shall have been received by the Public Directors. (b) Without the prior written consent of the a majority of the entire Board of Public Directors (excluding any representatives which consent shall not unreasonably be withheld or designees of the Stockholderdelayed), either directly or indirectly (including in a manner willfully designed to circumvent from and after the following provisions)Closing Date, alone or in concert with others: (i) in any manner: A. acquireBuyer shall not, agree to acquire or make any public proposal to acquire (whether and Norilsk Nickel shall cause Buyer not to, directly or indirectly, by purchase, tender or exchange offer) Transfer to any material assets of Parent or Person any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q Stock or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as other voting securities of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (Company Owned by it if as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise a result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than any Person shall Own 5% or more of the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of Company's outstanding voting securities immediately following such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; (iv) form, join or participate in a Group in connection with any of the foregoing (other than a Group consisting of Stockholder and its Affiliates); or (v) make or cause Parent to make a public announcement regarding any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. provided, however, that no such consent shall be required (i) with respect to a transfer to an Affiliate that agrees to be bound by the foregoing shall not restrict provisions of this Agreement, or (ii) from and after the ability third (3rd) anniversary of the Stockholder Designees from exercising their fiduciary duties date of this Agreement if (A) such transferee is a reputable Person in the reasonable opinion of the Public Directors, (B) such transferee agrees to be bound by the provisions of this Agreement, without giving effect to Section 6.8 (it being understood that any such agreement shall be appropriately modified to account for transferee as directorsa party), and (C) Buyer gives thirty (30) days prior written notice to the Company before any such Transfer, which notice shall include all relevant material terms of the Transfer (including the identity of the transferee).

Standstill. (a) During Each Purchaser covenants to and agrees with the Designation Period, the Stockholder shall not and shall cause its Affiliates not toCompany that, without the Company’s prior written consent consent, neither such Purchaser nor any of the majority of the entire Board of Directors (excluding any representatives or designees of the Stockholder)its Affiliates will, either directly or indirectly until the date that is ninety (including in a manner willfully designed to circumvent 90) days after the following provisions), alone or in concert with others:Closing Date (the “Standstill Period”): (i) in any manner: A. way acquire, offer or propose to acquire or agree to acquire legal title to or make Beneficial Ownership of any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Company Securities; (ii) Transfer make any Common Stockpublic announcement with respect to, Voting or submit to the Company or any of its directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal for the acquisition of any Company Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose respect to any Person or take substantial steps to effect or enter into any merger, consolidation, business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business purchase of any material asset substantial portion of Parent or other extraordinary transaction involving Parent or the assets of the Company of any of its subsidiaries; (B) seek election Subsidiaries, in which such Purchaser and its Affiliates are involved, and whether or not such proposal might require the making of a public announcement by the Company unless the Company shall have made a prior written request to or seek such Purchaser to place submit such a representative on the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofproposal; (iviii) formseek or propose to influence, join advise, change or participate in a Group in connection control the management, the board of directors of the Company, governing instruments or policies or affairs of the Company by way of any public communication or communication with any Person other than the Company, or 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) to vote any Company Securities or become a “participant” in any “election contest” as such terms are defined and used in Rule 14a‑11 under the Exchange Act) with respect to Company Securities; provided, however, that nothing in this clause (iii) shall prevent such Purchaser or its Affiliates from (x) voting in any manner any Company Securities over which such Purchaser or such Affiliates has Beneficial Ownership or (y) communicating privately with shareholders of the foregoing Company to the extent such communication does not constitute a “solicitation” of “proxies,” as such terms are defined or used in Regulation 14A under the Exchange Act and the number of persons with whom such Purchaser communicates is fewer than ten (other than a Group consisting of Stockholder and its Affiliates10); or (viv) make a request to amend or cause Parent waive any provision of this Section 5.5(a). Notwithstanding the above provisions under this Section 5.5(a), with respect to make a public announcement regarding each case under items (i) – (iii) above, if at any intention time the Company issues any Company Securities (except for any Company Securities issued or granted pursuant to the employee share incentive plan of the Stockholder to take an action which would be prohibited by any Company existing as of the foregoing. provided, however, that the foregoing date hereof (but such exception shall not restrict apply to any future amendments which may be made to such plan)) or sells any treasury ADSs, each Purchaser shall have the ability right to acquire such number of Company Securities in order to maintain the Stockholder Designees from exercising their fiduciary duties same percentage ownership it owns in the Company prior to such issuance or sale of such Company Securities or treasury ADSs (as directorsapplicable) (on a fully diluted and as converted basis as defined in the Exhibit C). (b) For purposes of this Agreement, a Person shall be deemed to have “Beneficial Ownership” of any securities in respect of which such Person or any such Person’s Affiliates is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act as in effect on the date hereof.

Standstill. (a) During Each Investor agrees that during the Designation Standstill Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written approval of the Company or the Company Board, or as otherwise expressly permitted or contemplated by this Agreement, such Investor will not and will cause its respective controlled Affiliates not to: 3.1.1 acquire beneficial ownership of any securities (including in derivative form) of the Company or make any tender, exchange or other offer for such an acquisition, excluding, in the case of each Investor, acquisition of (a) the Acquired Shares, (b) subject to the prior consent of the majority Company (which consent shall be deemed to have been granted if the Company does not affirmatively advise the applicable Investor that the Company withholds such consent within one Trading Day after receiving such request for consent, and which consent may only be withheld if the Company reasonably believes such acquisition of Capital Stock or other Equity Interests of the entire Board of Directors (excluding any representatives or designees Company will be treated as an “ownership change” as defined in Section 382 of the StockholderCode), either directly any Capital Stock or indirectly other Equity Interests of the Company acquired by the Investor or its controlled Affiliates so long as the total beneficial ownership of the Investor and its controlled Affiliates in the Company’s voting securities, after giving effect to such acquisition, would not exceed 25% of the Company’s total voting power at such time and (including in a manner willfully designed to circumvent c) any securities received from the following provisions), alone Company by way of dividend or in concert with others:distribution; (i) in any manner: A. acquire, agree to acquire or make any public proposal to acquire (whether 3.1.2 directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company, or (ii) propose or nominate for election to the Board any person whose nomination has not been approved by purchasea majority of the Board or cause to be voted in favor of such person for election to the Board any Shares of Then Outstanding Common Stock; 3.1.3 directly or indirectly, encourage or support a tender, exchange or other offer or proposal by any other Person or group the consummation of which would result in a Change of Control (other than as a seller on the same terms as the other holders of the Company’s Equity Securities) (an “Business Combination”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company wherein a majority of the Board recommend that stockholders accept any such Business Combination, the Investors and their Affiliates shall not be prohibited from taking any of the actions otherwise prohibited by this Section 3.1.3 in connection with such Business Combination for so long as the Board maintains and does not withdraw such recommendation; 3.1.4 directly or indirectly, solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Company Board with respect to any matter, or knowingly seek to advise or influence any Person, with respect to voting of any Shares of Then Outstanding Common Stock; 3.1.5 deposit any Shares of Then Outstanding Common Stock in a voting trust or subject any Shares of Then Outstanding Common Stock to any arrangement or agreement with respect to the voting of such Shares of Then Outstanding Common Stock; 3.1.6 propose (a) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses, or similar transaction involving the Company or (b) any material assets of Parent or any subsidiary of Parent; or B. make any Share Acquisition unless (x) after giving effect to the Share Acquisition the Stockholder and its Affiliates would Beneficially Own less than 34.5% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d)); (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) the Current Price as of the date of such Transfer is less than the Section 382 Threshold Price and (B) the transferee is a holder of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made in accordance with Section 4.2(b), (y) the parties otherwise agree in writing not to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant to a tender offer or exchange offer by a third party for such securities that is open to all stockholders of Parent and in all cases subject to Section 4.3 of this Agreement; (iii) (A) propose to any Person or take substantial steps to effect or enter into any business combinationrecapitalization, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent liquidation or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in any such solicitation for the purpose of seeking to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofCompany; (iv) 3.1.7 act in concert with any third party to take any action in the preceding clauses 3.1.1 through 3.1.6, or form, join or in any way participate in a Group “partnership, limited partnership, syndicate, or other group” within the meaning of Section 13(d)(3) of the Exchange Act, other than any actions taken by the Investors related to negotiating, entering into and exercising the rights under this Agreement, the Securities Purchase Agreements or any document entered into in connection with any of the foregoing; 3.1.8 enter into discussions, negotiations, arrangements or agreements with any Person relating to the foregoing (other than a Group consisting of Stockholder and its Affiliates)actions referred to in the preceding clauses 3.1.1 through 3.1.7; or (v3.1.9 request or propose to the Company Board, any member(s) make thereof or cause Parent to make a public announcement regarding any intention officer of the Stockholder to take an action which would be prohibited by Company that the Company amend, waive, or consider the amendment or waiver of, any of the foregoing. provisions set forth in this Section 3.1 (including this clause 3.1.9); provided, however, that the foregoing nothing in this Section 3.1 shall not restrict limit (i) the ability of the Stockholder Designees Investors and their permitted transferees’ ability to make a pledge of securities (subject to Section 2.1), (ii) the rights available (including the enforcement of such rights) to the Investors and their respective Affiliates under this Agreement, the Securities Purchase Agreements or any document entered into in connection with any of the foregoing, or (iii) the Investors or any of their Affiliates or their respective directors, executive officers, partners, principals, employees or managing members or agents (acting in such capacity) from exercising their fiduciary duties communicating privately with the Company’s directors, officers or advisors so long as directorssuch communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications.

Standstill. (a) During Subject to Sections 4.1(b), 4.1(c) and 4.4, each of WLR-IV, Parallel Employee Fund and each Permitted Transferee agrees that during the Designation Standstill Period, the Stockholder shall not and shall cause its Affiliates not to, without the prior written consent approval of the majority Company, such Person shall not, and shall cause each member of the entire Board of Directors (excluding any representatives or designees of the Stockholder)WLR Group not to, either directly or indirectly (including in a manner willfully designed to circumvent the following provisions), act alone or in concert with othersany other Person or group to, directly or indirectly: (i) in any manner: A. acquire or agree to acquire, agree to acquire or make any public proposal to acquire (whether directly or indirectly, by purchase, tender or exchange offer) any material assets , through the acquisition of Parent control of another Person (including by way of merger or any subsidiary consolidation), by joining a partnership, syndicate or other group, through the use of Parent; or B. make any Share Acquisition unless a derivative instrument or voting agreement, or otherwise, (x) after giving effect 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 Share Acquisition Company generally, debt securities of the Stockholder and its Affiliates would Company or (y) Beneficial Ownership of Voting Stock, except that members of the WLR Group may (A) Beneficially Own less 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 34.53.4% of the outstanding shares of Common Stock, with the number of outstanding shares calculated based on the number of shares reported outstanding by Parent in its most recent quarterly report of Form 10-Q or annual report on Form 10-K, as filed with the SEC and (y) if the Share Acquisition is to be made during the Section 382 Limitation Period, then (I) the Total Current Price as of the date of the Share Acquisition is greater than or equal to the Section 382 Threshold Price, (II) the amount of shares to be acquired does not exceed the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)), (III) such Share Acquisition is made pursuant to Section 7 of this Agreement, provided that to the extent such Share Acquisition pursuant to this clause (III) would otherwise result in an increase in the percentage of Common Stock of Parent owned by the Stockholder for purposes of Section 382 of the Code, then such portion of the Share Acquisition that would result in such an increase may be effected under this clause (III) only to the extent of the remaining available Stockholder Buffer Shares (as determined pursuant to Section 4.2(c)) or (IV) such Share Acquisition is (X) neither a private acquisition from an existing shareholder who is not a 5 Percent Shareholder nor a public acquisition of stock unless it is an acquisition of shares of a class of stock other than the Common Stock and (Y) would not result in an increase in the Aggregate Section 382 Owner Shift (as determined pursuant to Section 4.2(d))Voting Power; (ii) Transfer any Common Stock, Voting Securities or Derivative Securities of Parent during the Section 382 Limitation Period if both (A) solicit or participate in any “solicitation” of “proxies” (as such terms are used in the Current Price as rules of the date of such Transfer is less than the Section 382 Threshold Price and SEC) with respect to any Voting Stock or (B) seek to advise or influence any Person with respect to the transferee is a holder voting of Parent’s Equity Interests who is not a 5 Percent Shareholder prior to such Transfer but who would become, as a direct result of such Transfer, a 5 Percent Shareholder any Voting Stock (any such Transfer, a “Section 382 Transfer”), unless (x) such Section 382 Transfer is made other than in accordance with Section 4.2(band consistent with the recommendation of the Board); provided, that the limitation contained in this clause (yii) the parties otherwise agree in writing shall not apply to apply Section 4.2(b) to such Section 382 Transfer or (z) such Section 382 Transfer is pursuant to a tender any proposal recommended by the Stockholder of any Common Stock, Voting Securities or Derivative Securities of Parent that it Beneficially Owns pursuant Board to a tender offer or exchange offer be voted on by a third party for such securities the Company’s shareholders that is open to all stockholders not first publicly proposed by any member of Parent and in all cases subject to Section 4.3 of this Agreementthe WLR Group; (iii) (A) propose deposit any Voting Stock or any Convertible Securities in a voting trust or, except as otherwise provided or contemplated herein or the Warrant Agreement, subject any Voting Stock to any arrangement or agreement with any Person or take substantial steps to effect or enter into any business combination, restructuring, recapitalization or the sale or other disposition outside the ordinary course of business of any material asset of Parent or other extraordinary transaction involving Parent or any of its subsidiaries; (B) seek election to or seek to place a representative on the Board of Directors except pursuant with respect to the rights granted pursuant to Section 6 hereof; or (C) solicit proxies or shareholder consents or be a participant in voting of such Voting Stock, other than any such solicitation for trust, arrangement or agreement the purpose only parties to, or beneficiaries of, which are members of seeking the WLR Group, the terms of which do not require or expressly permit any party thereto to control or influence the Board of Directors except pursuant to the rights granted pursuant to Section 6 hereofact in a manner inconsistent with this Agreement; (iv) form, join or participate in a Group in connection with any of the foregoing 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 effect any Change of Control of the Company or any recapitalization, 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 consisting from taking any such action if such offer or proposal (A) is specifically requested to be made in writing by the Board prior to the making off such offer or proposal or (B) where such action is comprised solely of Stockholder discussions with or proposals to the Board and senior executives of the Company on a confidential basis; (vi) authorize any representative of any member of 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 ballot of the Company with the recommendation of the Board; (vii) otherwise effect or seek, offer or propose to effect control of, or influence over, the management, Board or policies of the Company, its AffiliatesSubsidiaries or controlled Affiliates or to publicly seek a waiver, amendment or modification of any provision of this Section 4.1(a); provided, however, that no action by the Board Designee (solely in his or 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 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; or (vix) make or cause Parent otherwise (A) take any action that would reasonably be expected to compel the Company to make a public announcement regarding regarding, (B) publicly disclose any intention of the Stockholder to take an action which would be prohibited by any of the foregoing. providedintention, howeverplan or arrangement that is inconsistent with, that the foregoing shall not restrict the ability of the Stockholder Designees from exercising their fiduciary duties as directors.or