Common use of Standstill Clause in Contracts

Standstill. Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowFollowing the Closing, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or each Stockholder agrees that neither such Stockholder nor any of its controlled Affiliates shallwill (and neither such Stockholder nor they will assist or encourage others to), directly or indirectly: (ia) except as permitted pursuant to Section 2.04, acquire or agree, offer, seek or propose to acquire, offer or cause to acquire or agree to acquirebe acquired, directly or indirectly, by purchase or otherwise, any ownership (including beneficial ownership in, within the meaning of Rule 13d-3 under the Exchange Act) of any voting securities or direct or indirect rights or options to acquire any beneficial ownership in, voting securities of the Company or any subsidiary Subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for of any successor to or offer Person in control of (with or without conditions)the Company, any tender of the assets or exchange offerbusinesses of the Company, mergeror any Subsidiary or division thereof or of any such successor or controlling Person or any bank debt, recapitalization, reorganization, business combination claims or other extraordinary transaction involving obligations of the Company or any subsidiary thereofrights or options to acquire such ownership (including from a third party); (iiib) seek or propose to influence or control the management or policies of the Company or to obtain representation on the Company’s board of directors, make or solicit, or participate in any way participate, directly or indirectly, in any the “solicitation” of of, any “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United StatesAct) or consents with respect to vote any voting securities of the Company Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, acquisition, tender or exchange offer, recapitalization, restructuring or other extraordinary transaction involving the Company, or any subsidiary thereofof its Subsidiaries or their securities or assets; (d) enter into any discussions, negotiations, arrangements or seek to advise or influence understandings with any person third party with respect to the voting of any voting securities of the Company foregoing, or any subsidiary thereof; (iv) otherwise form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, ) in connection with any of the foregoing; (e) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any announcement with respect to any of the foregoing; (vf) publicly request disclose (whether or not publicly) any intention, plan or arrangement with respect to any of the Other Rollover Shareholders to amend or waive any provision of, or foregoing; (g) take any action challenging that might result in the enforceability Company being obligated to make a public announcement regarding any of the foregoing; or validity of(h) request Buyer or any of its Representatives, directly or indirectly, to amend, waive or terminate any provision of this paragraph (including this sentence)Section 2.07. For the avoidance of doubt, nothing Nothing in this Section 2.2 or any other provision 2.07 shall prevent a Stockholder from having non-public communications with Representatives of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Buyer serving as officers of the Company as a result of regarding the Company’s performance and business strategy. Each Stockholder further agrees that it shall not, and shall cause its controlled Affiliates and its Representatives not to, make any share splitproposal, combinationstatement or inquiry, recapitalization or other similar transaction in disclose any intention, plan or arrangement, whether written or oral, that is inconsistent with any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing.

Standstill. Except as provided in Section 2.3 belowExecutive agrees that during the Non-Solicitation Period, for a period beginning on date of this Agreement and ending on Executive shall not, except at the Expiration Time, none specific written request of the Rollover Shareholder Board: (i) engage in or propose, or be a Participant in any entity that engages in or proposes, any material transaction between the Parent, the Company and/or any Subsidiary (or any of its Affiliates shalltheir successors), directly on the one hand, and Executive or indirectly: any entity in which Executive is a Participant, on the other hand; (iii) acquireacquire any equity securities of the Parent, offer the Company and/or any Subsidiary (or any of their successors) (other than equity securities issued to acquire Executive by Parent or agree issued to acquireExecutive by Parent upon exercise of options issued to Executive by Parent), or be a Participant in any entity that acquires any equity securities of the Parent, the Company and/or any Subsidiary (or any of their successors); (iii) solicit proxies, or be a Participant in any entity that solicits proxies, or become a Participant in any solicitation of proxies, with respect to the election of directors of the Parent, the Company and/or any Subsidiary (or any of their successors) in opposition to the nominees recommended by the board of directors or similar governing body of any such entity; or (iv) directly or indirectly, by purchase engage in or otherwiseparticipate in any other activity that would be reasonably expected to result in a change of control of the Parent, the Company and/or any beneficial ownership in, Subsidiary (or direct any of their successors). The foregoing provisions of this Paragraph shall not be construed to prohibit or indirect restrict the manner in which Executives exercises Executive’s voting rights to acquire any beneficial ownership in, (if any) in respect of equity securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit Parent acquired in a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies manner that is not a violation of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerParagraph 13.

Standstill. Except as provided in Section 2.3 below, for a period beginning on Bancorp agrees that from and after the date of this Agreement Agreement, until the later to occur of (1) the date on which the Registrable Securities that are Common Stock beneficially owned by Bancorp and ending on the Expiration Time, none its Affiliates ceases to constitute greater than 5% of the Rollover Shareholder or any issued and outstanding shares of Common Stock (after giving effect to the conversion by Bancorp and its Affiliates shallof any Warrants owned, directly or indirectly: , by such Persons) and (i2) the tenth anniversary of the Closing Date, it will not, and it will cause its Affiliates not to, without the prior written consent of the Company: (a) acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase whether through market purchases, tender or exchange offer or otherwise, any record or beneficial ownership inof, or the right to vote, more than 19.9% of the outstanding Voting Securities or outstanding Capital Stock of the Company or direct or indirect rights to acquire any beneficial ownership in, securities more than 19.9% of the outstanding Voting Securities of the Company or any subsidiary Subsidiary thereof; , or of any successor to or Person in control of the Company, or any assets of the Company or any Subsidiary or division thereof or of any such successor or controlling Person, provided that in the event the Company elects to satisfy any contingent payment rights in the Merger Agreement by a cash payment, Bancorp may purchase additional shares not to exceed 24.9% of the outstanding Voting Securities or outstanding Capital Stock of the Company; (iib) 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 Securities of the Company; (c) other than as contemplated by the Merger Agreement, propose or seek to effect a merger, consolidation, recapitalization, reorganization, restructuring, sale, lease, exchange or other disposition of all or substantially all of the assets of or other business combination involving, or a tender or exchange offer for securities of, the Company or any of its Subsidiaries or any material portion of the Company’s or such Subsidiary’s business or assets or any other type of transaction that would result in a change in control of the Company; (d) other than as contemplated by the Merger Agreement, make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its securities or assets; (iiie) except as provided in the Merger Agreement, seek to exercise any control or propose to influence or control over the management of the Company or the Board or any of the businesses, operations or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” ; (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (ivf) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of in Regulation 13D-G under the Exchange Act, in connection with any of the foregoing; or or (vg) publicly request the Other Rollover Shareholders Company, directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger6.

Standstill. Except as provided in Section 2.3 below, for a During the period beginning commencing on the date of this Agreement hereof and ending on the Expiration TimeStandstill Termination Date, none without the prior consent of the Rollover Shareholder or Company, each of the GSO Funds agrees that neither it nor any of its Affiliates shallwill (and such GSO Fund will cause its Affiliates to not), directly or indirectly: : (a) other than the acquisition of additional shares of Common Stock by any of the GSO Funds pursuant to (i) acquirethe SPA, offer to (ii) the exercise of the Warrant Agreement or (iii) the exercise of Rights associated with Common Stock owned by such GSO Fund or its Affiliates, acquire (or propose or agree to acquire), directly of record or indirectlybeneficially, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company Group’s corporate loans, debt securities, Voting Securities, other Company Group securities or all or substantially all of the assets of any subsidiary thereof; member of the Company Group, or rights or options to acquire interests in any of the Voting Securities or other Company Group securities of any member of the Company Group or all or substantially all of the assets of any member of the Company Group; (b) (i) call a special meeting of the holders of Voting Securities of any member of the Company Group, including without limitation by written consent, (ii) make seek representation on the Board of any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose member of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; Group, (iii) seek or propose to influence or control the management or policies removal of any member of the CompanyBoard of any member of the Company Group, (iv) solicit consents from securityholders or otherwise act or seek to act by written consent with respect to the Company Group, (v) conduct a referendum of securityholders of any member of the Company Group or (vi) make a request for any securityholder list or in other Company Group books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise; (c) make any way participatestatement or proposal to the Board of any member of the Company Group regarding, directly or indirectlymake any public announcement, in proposal or offer (including without limitation any “solicitation” of “proxies” (as such terms are defined or used in the rules Regulation 14A of the Securities and Exchange Commission Act) with respect to, or otherwise solicit, seek or offer to effect (including without limitation, for the avoidance of doubt, indirectly by means of communication with the press or media): (i) any acquisition of any of the United Statessecurities or all or substantially all of the assets of any member of the Company Group, or rights or options to acquire interests in any of the securities or all or substantially all of the assets of any member of the Company Group; (ii) any business combination, merger, tender offer, exchange offer, similar transaction or other extraordinary transaction involving any member of the Company Group; (iii) any restructuring, recapitalization, liquidation or similar transaction involving any member of the Company Group; (iv) any proposal to vote seek representation on the Board of any voting member of the Company Group or otherwise seek to control or influence the management, the Board or policies of any member of the Company Group, including, without limitation, (A) any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of any member of the Company Group, (B) any material change in the capitalization or dividend policy of any member of the Company Group, (C) any other material change in any member of the Company Group’s management, business or corporate structure, (D) seeking to have any member of the Company Group waive or make amendments or modifications to its organizational documents, or other actions that may impede or facilitate the acquisition of control of any member of the Company Group by any Person, (E) causing a class of securities of the Company or any subsidiary thereofto be delisted from, or seek to advise cease to be authorized to be quoted on, any securities exchange; or influence any person with respect to the voting (F) causing a class of any voting equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (v) any request or proposal to waive, terminate or amend the provisions of this Agreement if such request or proposal would require GSO, the GSO Funds or any subsidiary thereof; (iv) form, join, become a member of the Company Group to make a public announcement; (vi) any proposal, arrangement or in other statement that is inconsistent with the terms of this Agreement, including without limitation this Section 2.1; or (d) knowingly instigate, encourage or assist any way participate inthird party (including, or otherwise encourage the formation ofwithout limitation, forming a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with any such third party, in connection provided that the inclusion of GSO, the GSO Funds and any fund or account managed, advised or sub-advised by or Controlled by GSO or its Affiliates as members of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which The Blackstone Group L.P. and its other Affiliates are members shall not constitute a breach or violation of this Section 2.1(d)) to do, or enter into any discussions or agreements with any third party with respect to, any of the foregoingactions set forth in Section 2.1(c); or or (ve) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or which would require any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities member of the Company Group to make a public announcement regarding any of the actions set forth in Section 2.1(c) (provided that any public disclosure by the Company of a change of Beneficial Ownership of Common Stock by GSO and the GSO Funds or by any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which GSO and the GSO Funds are members with The Blackstone Group L.P. as a result of any share split, combination, recapitalization a filing on Schedule 13D or other similar transaction in Schedule 13G shall not constitute a breach or violation of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerthis Section 2.1(e)).

Standstill. Except as provided in Section 2.3 below, for a (a) The Frost Group Shareholders hereby covenant and agree that during the five year period beginning commencing on the date hereof and expiring on the 5th year anniversary of the effective date of this Agreement Agreement, each Frost Group Shareholder shall not, and ending on shall not permit or cause any affiliate, associate, immediate family member (as such term is defined in Regulation S-K under the Expiration Time, none of the Rollover Shareholder Exchange Act) or any of its Affiliates shallgroup member to, directly or indirectly: : (i) acquireengage in any transactions in any class of securities of the Company, offer including any derivative; (ii) solicit proxies with respect to acquire any securities of the Company; (iii) actively oppose any action approved by a majority of the board of directors of the Company, or agree become a “participant” in any “election contest” relating to acquirethe election of directors of the Company (as such terms are used in rule 14a-11 of Regulation 14A promulgated under the Exchange Act (or any comparable or successor rule)); (iv) propose, directly make or indirectlyinitiate, by or solicit stockholders of the Company for the approval of, one or more stockholder proposals; (v) propose, or make, initiate or solicit any proposals from, or provide any information or participate in any discussions or negotiations with, or otherwise cooperate in any way with or assist, any person concerning any merger, consolidation, other business combination, tender or exchange offer, recapitalization, liquidation or dissolution or any purchase or otherwise, any beneficial ownership in, other acquisition or direct sale or indirect rights to acquire any beneficial ownership in, securities other disposition of assets (other than in the ordinary course of business) or shares of capital stock of the Company or any subsidiary thereof; (ii) make of its subsidiaries or divisions or any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary similar transaction involving the Company or any subsidiary thereof; or division of the Company; (iiivi) seek take any other action for the purpose of or propose to influence with the effect of changing or influencing the control the management or policies of the Company, make or in any way participate, directly connection with or indirectly, as a participant in any “solicitation” of “proxies” transaction having that purpose or effect; (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (ivvii) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5(b)(i) promulgated under the Exchange Act) with respect to any securities of the Company; or (viii) induce, in connection with attempt to induce, encourage or solicit, or cooperate with, any other Person to do any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for For a period beginning on of three years from the date hereof (the “Standstill Period”), Puissance shall not, without the prior written consent of this Agreement and ending on the Expiration Time, none a majority of the Rollover Shareholder independent members of the Board of Directors of the Company (the “Board”) who are not affiliated with Puissance: (a) in any manner acquire, agree or seek to acquire, or make any proposal or offer (other than to a member of its Affiliates shallthe Board or senior management of the Company by means that would not cause public dissemination thereof) to acquire, whether directly or indirectly: , (i) acquireany material assets of the Company or (ii) any Common Stock, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, voting equity securities of the Company or any subsidiary thereof; securities convertible or exchangeable into or exercisable for any such securities (iiincluding derivatives), other than acquisitions that would not, in the aggregate, result in Puissance together with its Affiliates Beneficially Owning (as defined herein) make more than 19.99% of the Company’s issued and outstanding Common Stock or Voting Shares, as of the date of such acquisition (including, for the avoidance of doubt, any public announcement Common Stock or Voting Shares acquired pursuant to the Purchase Agreement); (b) propose to any person (other than any disclosure on Schedules 13D to a member of the Board or 13G senior management of the Company by means that would not cause public dissemination thereof) or effect, seek to the extent required by U.S. federal effect or state securities laws enter into, whether alone or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) in concert with respect to, or submit a proposal for or offer of (with or without conditions)others, any tender or exchange offer, merger, recapitalizationconsolidation, reorganizationacquisition, scheme, business combination or other extraordinary transaction involving in which the Company or any subsidiary thereof; of its subsidiaries is a constituent corporation or party (iiia “Business Combination”); (c) seek solicit proxies or propose to influence shareholder consents or control the management or policies of the Company, make or participate in any way participate, directly such solicitation for any purpose relating to the election or indirectly, in any “solicitation” removal of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities directors of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; a Business Combination; (ivd) form, join, become a member of encourage, influence, advise or participate in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act) with respect to the voting, ownership or control of any Common Stock; (e) seek to have the Company waive, amend or modify its Certificate of Incorporation or Bylaws; (f) assist, advise or encourage (including by knowingly providing or arranging financing for that purpose) any other person in connection with any of the foregoing; or or (vg) publicly request the Other Rollover Shareholders to amend or waive any provision ofmake, or take any action challenging the enforceability or validity of, this paragraph (including a request to waive or amend any provision of this sentence)agreement) that would cause the Company to make, a public announcement regarding any intention of Puissance or any of its respective Affiliates to take an action which would be prohibited by any of the foregoing. For the avoidance of doubtNotwithstanding anything to contrary, nothing contained in this Section 2.2 7 shall prevent Puissance from selling, tendering or any otherwise disposing of its securities in compliance with the other provision provisions of this Agreement shall prohibit (a) and the Rollover Shareholder from acquiring applicable securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerlaws.

Standstill. Except as provided (a) During the Standstill Period, unless the Company and each Party provide their prior written consent (which may be withheld in Section 2.3 beloweach of its sole discretion, for a period beginning on date and subject to the provisions of clause (xiii) of this Agreement Section 5(a)), each Shareholder Party agrees solely for and ending on the Expiration Timebehalf of itself that it shall not, none of the Rollover Shareholder or any of and shall cause its Affiliates shallRepresentatives not to, directly or indirectly: : (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) proposal with respect to, or submit offer, seek, propose or indicate an interest in, (A) any form of business combination or acquisition or other transaction relating to a proposal for material amount of assets or offer securities of Merrimack or any of its subsidiaries, (B) any form of restructuring, recapitalization or similar transaction with respect to Merrimack or without conditions), any of its subsidiaries or (C) any form of tender or exchange offer, merger, recapitalization, reorganization, business combination offer for shares of Common Stock or other extraordinary Voting Securities, whether or not such transaction involving involves a Change of Control (as defined below) of Merrimack; it being understood that the Company foregoing shall not prohibit a Shareholder Party or its Affiliates from acquiring Voting Securities within the limitations set forth in Section 5(a)(iii); (ii) engage in, or assist in the engagement in, any subsidiary thereof; (iii) seek solicitation of proxies or propose written consents to influence vote any voting securities of Merrimack, or control conduct, or assist in the management conducting of, any type of binding or policies of the Companynonbinding referendum with respect to any Voting Securities, make or assist or participate in any way participateother way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the holders of, any Voting Securities, or otherwise become a “participant” in a “solicitation,” of “proxies” (as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended, and with the rules of and regulations thereunder (the Securities and “Exchange Commission of the United States) Act”), to vote any voting securities of Merrimack (including by initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of Merrimack, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the Company price of shares of Common Stock, or any subsidiary thereofassets or liabilities of Merrimack; provided, or that such Shareholder Party and its Affiliates, in the aggregate, may acquire beneficial ownership of up to twenty-percent (20.0%) of the Company’s then outstanding Voting Securities; (iv) seek to advise advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of Merrimack; (v) sell, offer or agree to sell directly or indirectly in a private transaction, through swap or hedging transactions or otherwise, the securities of Merrimack or any rights decoupled from such underlying securities held by such Shareholder Party to any person that (A) the Shareholder Party knows has filed, or threatened in writing to file, a proxy solicitation in opposition to the Company’s recommendations, nominees or proposals within the preceding eighteen (18) months and has not formally withdrawn such filing or threat, or (B) has otherwise given such Shareholder Party reasonable cause to believe that such person intends to engage in a proxy campaign in opposition to the Company’s recommendations, nominees or proposals; (vi) except as expressly permitted in Section 1(b) through the New Director designated by such Shareholder Party or any Replacements, take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing any director or the management of Merrimack, including, but not limited to, any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of Merrimack, (C) any other material change in Merrimack’s management, business or corporate structure, (D) seeking to have Merrimack waive or make amendments or modifications to the Bylaws, or other actions that may impede or facilitate the acquisition of control of Merrimack by any person, (E) causing a class of securities of Merrimack to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of Merrimack to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (vii) communicate with stockholders of Merrimack pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (viii) engage in any course of conduct with the purpose of causing stockholders of Merrimack to vote contrary to the recommendation of the Board on any matter presented to Merrimack’s stockholders for their vote at any meeting of Merrimack’s stockholders or by written consent; (ix) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Bylaws, including a “town hall meeting”; (x) deposit any shares of Common Stock or other Voting Securities in any voting securities trust or subject any shares of Common Stock or other Voting Securities to any arrangement or agreement with respect to the Company voting of any shares of Common Stock or any subsidiary thereof; Voting Securities; (ivxi) except as otherwise provided in this Agreement, form, join, become a member of join or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security; provided, however, that nothing herein shall limit the ability of an Affiliate of the Shareholder Party to join the “group” comprising the Shareholder Parties following the execution of this Agreement, so long as any such Affiliate agrees to confirm in connection writing that it is subject to, and bound by, the terms and conditions of this Agreement and, if required under the Exchange Act, files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that the Shareholder Parties have formed a group with such Affiliate; (xii) demand a copy of Merrimack’s list of stockholders or make any request under any statutory or regulatory provisions of Delaware providing for stockholder access to lists of stockholders of Merrimack; (xiii) make any request or submit any proposal to amend or waive the terms of this Section 5 other than through non-public communications with Merrimack that would not be reasonably likely to trigger public disclosure obligations for any Party; or (xiv) enter into any discussions, negotiations, agreements or understandings with any person with respect to any action the Shareholder Party is prohibited from taking pursuant to this Section 5, or advise, assist, knowingly encourage or seek to persuade any person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. Notwithstanding anything to the contrary contained in this Section 5, a New Director (and any Replacement) in his capacity as such shall not be prohibited or restricted from making any non-stockholder proposal or request or entering into discussion regarding any matter at a meeting of the Board or any committee, and a Shareholder Party shall not be prohibited or restricted from: (A) communicating privately with the Board or any officer or director of Merrimack in the manner set forth for stockholders to communicate with the Company in the Company Policies regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications by any of the Shareholder Parties, Merrimack or its Affiliates or any Third Party, subject in any case to any confidentiality obligations to Merrimack of any such director or officer and applicable law, rules or regulations; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over such Shareholder Party, provided, that a breach by such Shareholder Party of this Agreement is not the cause of the applicable requirement; or (vC) privately communicating to any of its Affiliates, Associates or potential investors or investors factual information regarding Merrimack, provided such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly request disclosed. (b) The provisions of this Section 5 shall not limit in any respect the Other Rollover Shareholders to amend or waive actions of any provision of, or take any action challenging the enforceability or validity of, this paragraph director of Merrimack (including this sentenceany New Director) in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to Merrimack and its stockholders and the Company Policies (it being understood and agreed that a Shareholder Party shall not seek to do indirectly through its New Director (or any Replacement) anything that would be prohibited if done by any of such Shareholder Party). For the avoidance The provisions of doubt, nothing in this Section 2.2 5 shall also not prevent a Shareholder Party from freely voting its shares of Common Stock or other Voting Securities (except as otherwise provided in Section 2 hereto). (c) During the Standstill Period, each Shareholder Party agrees solely for and on behalf of itself that it shall refrain from taking any actions that could have the effect of encouraging, assisting or influencing other stockholders of Merrimack or any other provision persons to engage in actions which, if taken by such Shareholder Party, would violate this Agreement. (d) Notwithstanding anything contained in this Agreement to the contrary, the provisions of Sections 1, 2 and 3 of this Agreement shall prohibit (a) automatically terminate upon the Rollover Shareholder from occurrence of a Change of Control involving Merrimack if the acquiring securities or counterparty to the Change of Control transaction has conditioned the closing of the Company transaction on the termination of such sections. (e) At any time during the Standstill Period and following the filing of a Schedule 13D by each Shareholder Party, either individually or jointly, with the SEC as provided in Section 8(b), such Shareholder Party ceases to have a result Schedule 13D filed with the SEC, upon reasonable written notice from Merrimack pursuant to Section 16 hereof, each Shareholder Party agrees solely for and on behalf of any share split, combination, recapitalization or other similar transaction in or itself that it shall promptly provide Merrimack with information regarding the amount of the securities of Merrimack (i) beneficially owned by such entity or individual, (ii) with respect to which such Shareholder Party has (A) any direct or indirect rights or options to acquire or (B) any economic exposure through any derivative securities or contracts or instruments in any way related to the Company if price of such share split, combination, recapitalization or other similar transaction has been duly approved by the Companysecurities, or (biii) Parent with respect to which such Shareholder Party has hedged its position by selling covered call options. This ownership information provided to Merrimack will be kept strictly confidential, unless required to be disclosed pursuant to applicable laws and Merger Sub from entering into the Merger Agreement and consummating the Mergerregulations, any subpoena, legal process or other legal requirement or in connection with any litigation or similar proceedings in connection with this Agreement.

Standstill. Except Participant does not own any of the capital stock of the Company as provided in Section 2.3 belowof the Effective Date. Participant agrees that, for a period beginning on of one year after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none of unless specifically invited in writing by the Rollover Shareholder or Company, neither it nor (1) any of its Affiliates shallmajority-owned subsidiaries, (2) its Representatives (acting on its behalf), or (3) ▇▇▇▇▇ Capital Acquisition LLC or its affiliates who receive Evaluation Material directly from ▇▇▇▇▇ Capital Acquisition LLC or Participant or at their direction, will in any manner, directly or indirectly: : (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly any acquisition of Beneficial Ownership thereof) or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company or any subsidiary thereof; of its subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its subsidiaries, (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose other extraordinary transaction with respect to influence the Company or control the management or policies any of the Companyits subsidiaries, make or in any way participate, directly or indirectly, in or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Company; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under the Act) within with respect to the meaning of Section 13(d)(3) securities of the Exchange ActCompany; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the Company or its securities or assets; (d) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (e) take any action which may reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (v) publicly . Participant also agrees, and will cause its Representatives to agree, during the Standstill Period, not to request the Other Rollover Shareholders Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 9 (including this sentence). For the avoidance of doubt, nothing Notwithstanding anything in this Section 2.2 9 to the contrary, if, at any time during the Standstill Period, a public announcement is made by the Company or any other provision of this Agreement shall prohibit Person (aother than Participant or its Representatives) the Rollover Shareholder from acquiring securities that a third party (other than Participant or its Representatives) intends to acquire at least twenty percent (20%) of the Company as outstanding capital stock of the Company, voting control or a result material part of any share splitthe Company’s assets (by way of a tender offer, combinationexchange offer, recapitalization proxy contest, acquisition or other similar transaction in transaction), or of the securities of if a definitive agreement is executed by the Company if with a third party relating to such share splitan acquisition of capital stock or assets, combinationthe restrictions set forth in this Section 9 shall immediately terminate and cease to be of any further effect on Participant. Participant further agrees, recapitalization and will cause its Representatives to agree, that unless otherwise directed by the Company in writing (i) all communications with the Company regarding a Possible Transaction, (ii) requests for additional information, facility tours, or other similar transaction has been duly approved management meetings, and (iii) discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Participant or its Representatives only to ▇▇▇▇▇ ▇▇▇▇, the Company’s Chief Executive Officer, or a person or persons designated in writing by ▇▇▇▇▇ ▇▇▇▇. Further, except upon the Company’s prior written consent, neither Participant nor its Representatives acting on behalf of Participant involved with a Possible Transaction or who have received Evaluation Material will, directly or indirectly, contact any stockholder, director, officer, employee or agent of the Company, or (b) Parent and Merger Sub any customer or supplier of the Company, regarding the Evaluation Material or a Possible Transaction. Nothing contained herein shall prevent Participant or its Representatives from entering into maintaining any contacts in the Merger Agreement and consummating the Mergerordinary course of business unrelated to a Possible Transaction or from conducting consumer surveys or other due diligence, in each case, without disclosing or relying on any Evaluation Material.

Standstill. Except as provided in Section 2.3 below, for a (a) During the period beginning commencing on date of this Agreement the Closing Date and ending on the Expiration Timeearlier of (x) March 31, none 2019 and (y) the date on which the Permitted Holders (as defined below), collectively, cease to own, directly or indirectly, more than 50% of the Rollover Shareholder equity interests of the General Partner or cease to control (as defined in the definition of “Affiliate” contained in the Partnership Agreement), directly or indirectly, the General Partner, without the prior written consent of the Board (provided that such consent shall not be required in the event of fraud or gross negligence on the part of the Partnership or the General Partner), the Purchaser shall not, and shall cause its Affiliates not to, directly or indirectly (whether with respect to the General Partner, the Partnership or any Affiliate or Subsidiary thereof): (i) acquire beneficial ownership of additional Common Units, Class A Preferred Units, Class B Preferred Units or other Partnership Interests (as defined in the Partnership Agreement); (ii) acquire any debt or assets of the Partnership or its Subsidiaries; (iii) engage in any hostile or takeover activities with respect to the Partnership or the General Partner (including by means of a tender offer or soliciting proxies or written consents for purposes of any hostile or takeover activities, other than as recommended by the Board), including any merger, consolidation, recapitalization, business combination, partnership, joint venture, acquisition or similar transaction involving the Partnership or the General Partner or any of their Affiliates or their properties (excluding ▇▇▇▇▇▇▇ Energy Corporation and its subsidiaries and its and their properties); (iv) enter into any transaction the effect of which would be to “short” any securities of the Partnership; (v) 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 Partnership or any of its Affiliates shall, directly in respect of any action otherwise prohibited pursuant to this Section 3(a); (vi) call (or indirectly: (iparticipate in a group calling of) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities a meeting of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to limited partners of the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder Partnership for the purpose of pursuing removing (or approving the Mergerremoval of) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control General Partner as the management or policies general partner of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules Partnership and/or electing a successor general partner of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.Partnership;

Standstill. Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on Prior to the Expiration TimeDate, none neither Stockholder nor any Clearlake Entity will, without the prior written consent of the Rollover Shareholder Company or any its Board of its Affiliates shall, directly or indirectly: Directors: (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, Beneficial Ownership of any beneficial ownership invoting securities or direct or indirect rights to acquire Beneficial Ownership of any voting securities of the Company or any subsidiary thereof, or of any successor to or Person in control of the Company, or any assets of the Company or any subsidiary or division thereof or of any such successor or controlling Person; provided, however, that notwithstanding the foregoing, nothing herein shall prohibit the Stockholder or any Clearlake Entity from acquiring voting securities of the Company (i) if after such acquisition the Stockholder or such Clearlake Entity is the Beneficial Owner of less than five percent (5.0%) in the aggregate of the voting securities or direct or indirect rights to acquire any beneficial ownership in, voting securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for of any successor to or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or Person in control the management or policies of the Company, make or (ii) as the owner of record on behalf of any other Persons (other than, in the case of Stockholder, Stockholder or its Affiliates, and in the case of any Clearlake Entity, any other Clearlake Entities); (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 Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereofCommission), or seek to advise or influence any person Person or entity with respect to the voting of any voting securities of the Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any subsidiary thereofof its securities or assets; or (ivd) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, Act in connection with any of the foregoing; . Stockholder will promptly advise the Company of any inquiry or (v) publicly request the Other Rollover Shareholders proposal made to amend or waive Stockholder with respect to any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing.

Standstill. Except as provided in Section 2.3 below(a) The Investor agrees that, for a period beginning on from the date of this Agreement and ending on until the Expiration Time, none expiration of the Rollover Shareholder or Standstill Period, neither it nor any of its controlled Affiliates shallwill, and it will cause each of its controlled Affiliates not to, directly or indirectly: , in any manner, acting alone or in concert with others, including by forming a “group” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with any parties other than its controlled Affiliates or the Investor Directors as a result of this Agreement or matters related to the consummation of the transactions contemplated by the Agreement to: (i) acquire, announce an intention to acquire, offer or propose to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any record or beneficial ownership inof any additional shares of capital stock of the Company, or direct or indirect rights to acquire any beneficial ownership in, securities except that the Investor may participate on equal terms with other stockholders of the Company in any rights offering, public offering or other similar transaction approved by the Board as long as any subsidiary thereof; such purchases do not result in the Investor increasing its percentage ownership of the Company outstanding shares of Common Stock in excess of the percentage owned as of the date of this Agreement; (ii) make except in connection with an Opposition Matter, seek, propose, facilitate, participate, finance, solicit, assist or endorse any public announcement (other than any disclosure on Schedules 13D person or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) entity with respect to, a merger, consolidation, acquisition of control or submit a proposal for or offer of (with or without conditions)other business combination, any tender or exchange offer, mergerpurchase, sale or transfer of all or substantially all assets or securities, dissolution, liquidation, reorganization, change in capital structure, recapitalization, reorganizationdividend, business combination share repurchase or other extraordinary similar transaction involving the Company Company, whether or not any subsidiary thereof; such transaction involves a change of control of the Company; (iii) seek except as provided in Section 1 of this Agreement, seek, propose, solicit, assist or propose to influence endorse any person or control entity with respect to, a change in structure, size or composition of the management Board or policies change in the executive officers of the Company; (iv) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, make or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement; (v) except in any way participateconnection with an Opposition Matter, engage in, directly or indirectly, in any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies or written consents or otherwise become a “proxiesparticipant in a solicitation” (as such terms are used term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the rules Exchange Act) in opposition to the recommendation or proposal of the Securities and Exchange Commission of the United States) Board, or recommend or request or induce or attempt to vote induce any voting securities of the Company or other person to take any subsidiary thereofsuch actions, or seek to advise advise, encourage or influence any other person with respect to the voting of any the Common Stock or other voting securities or grant a proxy with respect to the voting of the Company Common Stock or other voting securities to any subsidiary thereof; person other than to the Board or persons appointed as proxies by the Board with respect to the matters contemplated by Section 2(a); (ivvi) except in connection with an Opposition Matter, form, join, become a member of join in or in any other way participate in, or otherwise encourage the formation of, in a “partnership, limited partnership, syndicate or other group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange ActAct (other than with controlled Affiliates of the Investor) with respect to the Common Stock or other voting securities of the Company or deposit any shares of Common Stock or other voting securities of the Company in a voting trust or similar arrangement or subject any shares of Common Stock or other voting securities of the Company to any voting agreement or pooling arrangement, other than to the extent such a group may be deemed to result with the Company or any of its controlled Affiliates, or the Investor Directors as a result of this Agreement or matters related to the consummation of the transactions contemplated by the Agreement; (vii) except in connection with an Opposition Matter, seek publicly, or through discussions with anyone other than the Company or the Board, any control or influence over the Company’s policies or in opposition to any recommendation of the Board; (viii) except in connection with an Opposition Matter, seek publicly, or through discussions with anyone other than the Company or the Board, the divestiture, break-up or spin-off of the Company’s businesses or assets; (ix) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board; (x) except as specifically provided in Section 1 and Section 2 of this Agreement, seek to place a representative or other controlled Affiliate or nominee on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board; (xi) disclose publicly, or privately in a manner that could reasonably be expected to become public (except with the consent of the Company), any intention, plan, position or arrangement inconsistent with the foregoing; ; (xii) take any action challenging the validity or enforceability of any provisions of this Section 3(a); (vxiii) except in connection with an Opposition Matter, call, seek to call or request the call of a special meeting of the Company’s stockholders; (xiv) publicly request that the Other Rollover Shareholders to Company amend or waive any provision ofof this Section 3(a); or (xv) enter into any agreement, arrangement or take understanding concerning any action challenging of the enforceability foregoing (other than this Agreement) or validity ofsolicit or knowingly encourage any person to undertake any of the foregoing activities; provided, this paragraph (including this sentence). For the avoidance of doubthowever, that nothing in this Section 2.2 3(a) or elsewhere in this Agreement shall (A) prohibit the Investor Directors, acting in their fiduciary capacity as a director of the Company, from (1) taking any action or making any statement at any meeting of the Board or of any committee thereof or (2) making any statement to the Chief Executive Officer, the Chief Financial Officer or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities director of the Company in his capacity as a result director; or (B) prohibit the Investor Directors, acting in their fiduciary capacity as a director of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, from making any statement or disclosure determined (on advice of outside legal counsel) to be required under the federal securities laws or other applicable laws. (b) Parent As used in this Agreement: (i) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and Merger Sub from entering into “beneficial ownership” shall have the Merger Agreement same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and consummating the Merger.terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature;

Standstill. Except Parent and Merger Sub agree that, except as provided in Section 2.3 below, for a period beginning on date of contemplated by this Agreement and ending on or as specifically requested in writing in advance by the Expiration TimeCompany, none of the Rollover Shareholder Investor Entities or its Representatives acting on behalf of any of its Affiliates shallthe Investor Entities, will, from the date hereof until the earlier of (x) the Effective Time and (y) the first anniversary of the date of the termination of this Agreement in accordance with Article 8 hereof (or, at any time during such period, assist, advise, act in concert or participate with or encourage others to), directly or indirectly: (ia) acquireacquire (or agree, offer to acquire offer, seek or agree propose to acquire, directly in each case, publicly or indirectlyprivately), by purchase purchase, tender offer, exchange offer, agreement or otherwisebusiness combination or in any other manner, any ownership, including, but not limited to, beneficial ownership in, (as defined in Rule 13d‑3 under the Exchange Act or direct the last sentence of this Section 6.22) or indirect rights to acquire control of any beneficial ownership in, material assets or businesses or any equity securities of the Company or any direct or indirect Subsidiary thereof, or any rights or options to acquire such ownership (including from any Third Party); (b) publicly or privately offer to enter into, or publicly or privately propose, any merger, business combination, recapitalization, restructuring or other extraordinary transaction with the Company or any direct or indirect subsidiary thereof; (c) initiate any stockholder proposal or the convening of a stockholders’ meeting of or involving the Company or any direct or indirect Subsidiary thereof; (d) (i) solicit proxies (as such terms are defined in Rule 14a‑1 under the Exchange Act), whether or not such solicitation is exempt pursuant to Rule 14a‑2 under the Exchange Act, with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for (in each case, whether currently or upon the occurrence of any contingency) such capital stock, or (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to communication exempted from the extent required definition of solicitation by U.S. federal or state securities laws or Rule 14a‑1(l)(2)(iv) under the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereofExchange Act; (iiie) otherwise seek or propose to influence influence, advise, change or control the management management, Company Board, governing instruments, affairs or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, direct or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any indirect subsidiary thereof; (ivf) with respect to any matter described in the foregoing clauses (a) through (e), (i) enter into any discussions, negotiations, agreements, arrangements or understandings with any other person or (ii) form, join, become a member of join or participate in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) to vote, in connection with acquire or dispose of any securities of the Company or any of its subsidiaries; (g) request that the foregoing; Company (or (vthe Company Board or the Company’s Representatives) publicly request the Other Rollover Shareholders to amend amend, waive, grant any consent under or waive otherwise not enforce any provision ofof this Section 6.22, or refer to any desire or intention, but for this Section 6.22, to do so or take any action challenging the validity or enforceability or validity of, of this paragraph (including this sentence)Section 6.22. For the avoidance of doubt, nothing Notwithstanding anything in this Section 2.2 6.22 to the contrary, Parent or any other provision of this Agreement shall prohibit Investor Entity may make requests (but only privately to the Company and not publicly) for amendments, waivers, consents under or agreements not to enforce clause (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or clause (b) Parent of this Section 6.22) and Merger Sub from may make proposals or offers or participate with others to make proposals or offers (but only privately to the Company and not publicly) regarding the transactions contemplated by clause (a) or clause (b) of this Section 6.22. For purposes of this Section 6.22, the following will be deemed to be beneficial ownership of, or an acquisition of beneficial ownership of, securities: (1) having, establishing or increasing a call equivalent position, or liquidating or decreasing a put equivalent position, with respect to such securities within the meaning of Section 16 of the Exchange Act; (2) being a party to or entering into any swap or other arrangement that results in the Merger Agreement and consummating acquisition of any of the Mergereconomic consequences of ownership of such securities, whether such transaction is to be settled by delivery of such securities, in cash or otherwise; or (3) having or acquiring the right to acquire any securities (whether or not subject to the passage of time or other contingencies).

Standstill. Except as provided in Section 2.3 below, for (a) For a period beginning on of eighteen (18) months from the date of this Agreement Agreement, each Conversant Investor shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of shall cause its Affiliates shallnot to, directly or indirectly: : (i) acquire, offer to acquire or agree or make a proposal to acquireacquire Beneficial Ownership of any Equity Securities, any Derivative Instruments with respect to Common Stock, or any indebtedness of the Company, except pursuant to share splits, reverse share splits, share dividends or distributions, or combinations or any similar recapitalizations on or after the date hereof or the acquisition of common stock resulting from conversion of the Series A Preferred Stock; (ii) effect or seek, offer or propose to effect, or announce any intention to effect or cause or participate in (A) any shareholder proposal to be considered by the stockholders of the Company or take any action to nominate any person for membership on the Board of Directors, or take any action to remove any director (other than the Investor Board Representative) from the Board of Directors of the Company or to change the composition of the Board of Directors of the Company or (B) make, or in any way participate in, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, shares of Common Stock, or become a “participant” in a “solicitation” (as such terms are used defined in Regulation 14A under the rules of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to Common Stock; provided that the voting of foregoing shall not restrict such Conversant Investor’s right to vote its Common Stock in its sole discretion; or (iii) initiate or propose a call for any voting securities special meeting of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or ’s shareholders. (b) Parent and Merger Sub The prohibition in Section 3(a)(i) shall not restrict (i) the ability of an Investor Board Representative nominated by Investor A to vote or from entering into otherwise exercising his or her fiduciary duties, (ii) each Conversant Investor’s ability to vote, Transfer, convert or otherwise exercise rights under its shares of Series A Preferred Stock subject to the Merger Agreement and consummating the Mergerexpress obligations hereof.

Standstill. Except as provided in Section 2.3 below, for a period beginning on date In furtherance of the transactions contemplated by the Merger Agreement and this Agreement and ending the substantial economic benefit to be conferred upon the parties thereto and hereto, during the period commencing on the Expiration Time, none date of an Initial Public Offering and terminating on the earliest to occur of (i) the date that is the third anniversary of the Rollover Shareholder or date of the Initial Public Offering and (ii) the date that the KKR Stockholders collectively cease to hold any of Shares, WBA shall not (and shall cause its controlled Affiliates shallto not), directly or indirectly: (i) acquire, offer to acquire or agree to acquireagree, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence acquire, or control cause to be acquired, ownership (including, but not limited to, any voting right or beneficial ownership as defined in Rule 13d-3 under the management or policies Exchange Act)) of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company IPO Corporation or any subsidiary thereofoption, forward contract, swap or other position with a value derived from voting securities of the IPO Corporation (other than any broad index-based derivative that is not related to the value of any such securities of the IPO Corporation) or conveying the right to acquire or vote securities of the IPO Corporation, or any ownership of any of the assets or businesses of the IPO Corporation, or any rights or options to acquire any such ownership (including from a third party); (ii) make, or in any way participate in, any “solicitation” (as such term is used in the Exchange Act) to vote or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any voting securities of the Company or any subsidiary thereofIPO Corporation; (iviii) form, join, become a member of or in any way communicate or associate with other security-holders or participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the IPO Corporation or any voting securities of the IPO Corporation; (iv) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the IPO Corporation; (v) otherwise act, whether alone or with others, to seek to propose to the IPO Corporation or any of its stockholders any merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation of or other transaction with or involving the IPO Corporation or otherwise act, whether alone or with others, to seek to control, change or influence the management, board of directors or policies of the IPO Corporation, or nominate any person as a director of the IPO Corporation (except in accordance with its rights under this Agreement), or propose any matter to be voted upon by the stockholders of the IPO Corporation; (vi) solicit, negotiate with, or provide any information to, any Person (other than its permitted Representatives) with respect to a merger, business combination, tender or exchange offer, restructuring, recapitalization, liquidation of or other transaction with or involving the IPO Corporation or any other acquisition of the IPO Corporation, any acquisition of voting securities of or all or any portion of the assets of the IPO Corporation, or any other similar transaction; (vii) advise, assist or encourage any other Person in connection with any of the foregoing; (viii) take any action which is reasonably likely to cause or require WBA (or its Affiliates) or the IPO Corporation to make a public announcement regarding any of the types of matters set forth in this Section 4.6; (ix) disclose any intention, plan or arrangement inconsistent with the foregoing; or (vx) publicly request that the Other Rollover Shareholders IPO Corporation to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 4.6 (including this sentenceclause (x). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger).

Standstill. Except Each H&Q Party agrees that except as provided in Section 2.3 belowcontemplated by this Agreement, for a period beginning on date of this Agreement and ending on without the Expiration Time, none prior written consent of the Rollover Shareholder or any Company, it shall not, during the period from the date hereof until expiration of its Affiliates shallthe Third Call Exercise Period (the "Standstill Period"), directly or indirectly: : (ia) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired, by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities businesses of the Company or any subsidiary thereof; securities of the Company (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toincluding, or submit a proposal for or offer of (with or without conditions)limitation, any tender debt, equity or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company convertible securities) or any subsidiary thereof; rights or options to acquire any such ownership from any Person; (iiib) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofconsents, or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any voting securities of any of the Company or any subsidiary thereof; Company; (ivc) form, join, become or in any way participate in a member "group" (within the meaning of Section 13d(3) of the Exchange Act) with respect to any voting securities of the Company, except that each H&Q Party shall be permitted to participate in the group, that filed the Schedule 13D for the purpose of complying with the terms of this Agreement; (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into exercisable for any voting securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company, or any of its officers, directors, employees or stockholders, any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or otherwise encourage act, whether alone or in concert with others, to seek to control, change or influence the formation ofmanagement, shareholders, Board of Directors, or policies of the Company, or nominate any Person as a “group” director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, business combination, exchange offer or liquidation involving the Company or any other acquisition of the Company, any acquisition of securities of or all or any portion of the assets of the Company or any other similar transaction; (g) make any proposal to be considered and/or voted upon at any meeting the stockholders of the Company, or discuss or communicate with respect to any matter related to the business and affairs of the Company with the stockholders (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3any H&Q Party) of the Exchange ActCompany; (h) announce an intention to, in connection or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing matters; (i) disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; or (j) advise, assist, encourage or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or participate with any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Person in connection with action inconsistent with any of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing provisions.

Standstill. Except SpinCo agrees that during the Restrictive Period, except as provided in Section 2.3 below, for a period beginning on date of permitted by this Agreement and ending on or with the Expiration Time, none prior written consent of the Rollover Shareholder or independent directors of the Company Board, neither SpinCo nor any of its Affiliates shallwill, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities and SpinCo will cause each of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect its Affiliates not to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” manner: (a) Other than as a result of “proxies” any stock split, stock dividend or distribution or similar involuntary transaction, purchase or otherwise acquire (as such terms are used or agree to acquire, propose or offer to acquire, or facilitate the acquisition of) legal or Beneficial Ownership of (i) any Company Common Stock in the rules excess of the ownership threshold then applicable to the Stockholder Group, (ii) any other Company Securities and Exchange Commission or (iii) any Derivative Instruments of the United StatesCompany; (b) to vote solicit proxies or written consents of stockholders with respect to, or from the holders of, any voting securities Voting Securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) formmake, join, become a member of or in any way participate in, any solicitation of any proxy, consent or other authority to vote any Voting Securities of the Company, with respect to the election of directors that have not been approved and recommended by the independent directors of the Company or any other matter that has not been approved and recommended by the Company, otherwise conduct any nonbinding referendum with respect to the Company, or become a participant in, or seek to advise or encourage any person in, any proxy contest or any solicitation with respect to the Company not approved and recommended by the independent directors of the Company, including relating to the removal or the election of directors; (c) form, join or in any other way participate in a Group with respect to any securities of the Company, or otherwise advise, encourage or participate in any effort by a third party with respect to the formation matters set forth in clause (b) above; (d) deposit any Voting Securities in a voting trust or similar contract, arrangement or agreement or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Voting Securities, in each case, other than (i) any proxy granted to the Company or a Person specified by the Company in a proxy card (paper or electronic) provided to stockholders of the Company by or on behalf of the Company or the Company Board or (ii) pursuant to any bona fide pledging, margin loan or similar agreement or arrangement with a bona fide financing institution so long as SpinCo retains the sole voting control over the right to vote such shares in the absence of a foreclosure thereunder; (e) call, or publicly request the call of, a “group” special meeting of the stockholders of the Company, make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company, or initiate or propose any action by written consent of the stockholders of the Company; (f) seek representation on the Company Board or the removal of any director from the Company Board or propose or request to, or otherwise act, alone or in concert with others, to seek to, change or influence the management, Company Board, governance structure, policies (including dividend policies), capitalization, corporate structure or organizational documents of the Company; (g) solicit, effect, publicly offer or propose to effect, or cause, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with the Company’s capital raising activities), dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving the Company or any of its Subsidiaries; (h) make or issue, or cause to be made or issued, any public disclosure, statement, comment or announcement, including the filing or furnishing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist or analyst or the press or media (including social media), in support of any solicitation described in clause (b) above; (i) contest the validity or enforceability of the agreements contained in this Section 2.5 (including this clause (i)); (j) take any action which could reasonably be expected to cause or require the Company to make a public announcement, disclosure or filing regarding any of the foregoing, or publicly request to amend, waive or terminate any provision of this Section 2.5; (k) enter into any agreement, arrangement or understanding with respect to any of the foregoing; or (l) advise, assist, encourage or (v) publicly request the Other Rollover Shareholders seek to amend or waive any provision of, or persuade others to take any action challenging with respect to any of the enforceability or validity of, this paragraph (including this sentence). For foregoing; it being understood and agreed that the avoidance foregoing shall not limit the activities of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities director of the Company taken in good faith in his or her capacity as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerdirector.

Standstill. Except as provided in Section 2.3 below, for For a period beginning on date of this Agreement commencing with the Effective Date and ending on the Expiration Timedate that is twelve (12) months following the Effective Date, none SanDisk shall not, and it shall not cause or permit its Representatives acting on its behalf or in concert with SanDisk to, without the prior written consent of the Rollover Shareholder or any Company’s board of its Affiliates shall, directly or indirectly: directors: (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, voting securities or direct or indirect rights to acquire any beneficial ownership in, voting securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer any substantial portion of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the assets of Company or any subsidiary or division thereof; ; (iiib) seek or propose to influence or control the management or policies of the Companymake, 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 Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person Person or entity with respect to the voting of any voting securities of the Company; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Company or any subsidiary thereof; of its securities or assets; (ivd) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Securities Exchange ActAct of 1934, as amended, in connection with any of the foregoing; (e) otherwise act or seek to control the management, board of directors or policies of Company; (f) take any action that could reasonably be expected to require Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) subject to the following proviso, request Company or (v) publicly request the Other Rollover Shareholders any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 6; provided that, SanDisk shall be permitted (i) to make private, non-public proposals to the chairman of the board or chief executive officer of Company with respect to any type of acquisition or business combination transaction or (ii) to request Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 6, in each case, so long as SanDisk reasonably believes, based on the advice of SanDisk’s counsel, that neither it nor Company will be required by applicable law, rule or regulation to publicly disclose such proposals; provided, further, that SanDisk shall not be responsible for any breach of this Section 6 by its third-party advisor Representatives unless any such Representative is acting on behalf of, or take any action challenging the enforceability or validity ofin concert with, this paragraph (including this sentence)SanDisk. For the avoidance The provisions of doubt, nothing in this Section 2.2 6 shall be suspended during the pendency of a transaction giving rise to the occurrence of a Significant Event. A “Significant Event” shall be deemed to occur (a) if any Person or group (as defined in Section 13(d)(3) of the Exchange Act), other than SanDisk or one of its Representatives or affiliates, shall enter into a definitive agreement with the Company to acquire more than 50% of the voting power of the outstanding voting securities of Company or assets of Company or its subsidiaries representing more than 50% of the consolidated earning power of Company and its subsidiaries or (b) a tender or exchange offer for more than 50% of the Company’s outstanding voting securities is commenced by any person other provision than the Company (and remains pending), and within ten (10) business days thereafter the board of directors of the Company has not publicly taken a position rejecting such tender or exchange offer and recommending that the stockholders of the Company not tender any equity securities of the Company into such tender or exchange offer. Notwithstanding the foregoing, all other sections of this Agreement shall prohibit (a) continue to apply to the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerParties.

Standstill. Except as provided in Section 2.3 below, for a For the period beginning (the “Standstill Period”) commencing on the date of this Agreement hereof and ending on the Expiration TimeJune 30, none of the Rollover Shareholder or any of 2009, no Subject Stockholder shall, and each Subject Stockholder shall cause its Affiliates shallnot to, unless expressly agreed in writing, in advance, by Company, directly or indirectly: , in any manner whatsoever: (ia) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to acquire sell or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, or otherwise, any beneficial ownership in, record or direct or indirect rights to acquire any beneficial ownership in, interest in any Standstill Securities or other securities of the Company or any subsidiary thereof; of its Subsidiaries or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company or any of its Subsidiaries; (iib) make make, effect, initiate, cause or participate in any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect totake-over bid, or submit a proposal for or offer of (with or without conditions)tender offer, any tender or exchange offer, merger, consolidation, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries; (iiic) seek other than as a director or propose to influence or control the management or policies officer of the Company, make solicit, make, effect, initiate, cause, or in any way participate in, directly or indirectly, any solicitation of proxies or consents from any holders of any securities of Company or any of its Subsidiaries or call or seek to have called any meeting of stockholders of Company or any of its Subsidiaries; (d) form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of Company or any of its Subsidiaries that are not Standstill Securities; (e) arrange, facilitate, or in any way participate, directly or indirectly, in any “solicitation” financing for the purchase of “proxies” any securities Company or any of its Subsidiaries that are not Standstill Securities; (as such terms are used in f) (i) act, directly or indirectly, to seek control or direct the rules board of the Securities and Exchange Commission of the United States) to vote any voting securities directors, stockholders, policies or affairs of the Company or any subsidiary thereofof its Subsidiaries; (ii) solicit, or propose, seek to advise effect or influence negotiate with any person other Person with respect to any form of business combination transaction involving Company or any take-over bid, tender, exchange offer, merger, consolidation, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving Company or any of its Subsidiaries; or (iii) disclose an intent, purpose, plan or proposal with respect to an acquisition of Company, or any securities or assets of Company or any of its Subsidiaries that are not Standstill Securities; Notwithstanding anything to the voting of contrary in this Section 2.3, each Subject Stockholder shall be permitted to sell its Equity Securities in any voting securities Sale of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction that has been duly approved by the Company, or (b) Parent board of directors of Company and Merger Sub from entering into the Merger Agreement and consummating the Mergerwhich recommendation has not been withdrawn.

Standstill. Except as provided in Section 2.3 below, The Shareholder agrees that for a period beginning on of eighteen months from the date of this Agreement Agreement, the Shareholder shall not, and ending on the Expiration Timeshall cause its controlled Affiliates to not, none of the Rollover Shareholder alone or with others, in any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquiremanner, directly or indirectly, unless approved in writing by purchase the Company, acting in accordance with the due approval of the Board: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, any beneficial ownership or cause or participate in, or direct in any way knowingly assist (including, without limitation, through the provision of financing) any other person to effect or indirect rights seek, offer or propose (whether publicly or otherwise) to acquire effect, or cause or participate in, (i) any acquisition of beneficial ownership in, (as such term is defined under the Exchange Act) of any securities of the Company or securities or rights convertible into or exchangeable for any subsidiary thereof; securities of the Company in excess of the Company Shares that Shareholder is required to acquire under Section 1 of the Purchase Agreement, (ii) make any public announcement acquisition of all or substantially all of the assets of the Company or any of its businesses, (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Mergeriii) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offeroffer involving the securities of the Company, (iv) any merger, other business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any subsidiary thereof; (iiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in under the rules of the Securities and Exchange Commission of the United StatesAct) or consents with respect to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereofCompany; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of such term is used under the Exchange Act) with respect to any securities of the Company; (c) otherwise act, alone or in connection concert with others, to seek to control or influence the management, board of directors or policies of the Company; (d) take any action that would reasonably be expected to require the Company to make a public announcement regarding any of the foregoingtypes of matters set forth in clause (a) above; or (ve) publicly request enter into discussions or arrangements with any third party with respect to any of the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing matters set forth in this Section 2.2 or any other provision of this Agreement shall prohibit clauses (a) through (d) above. Notwithstanding the Rollover foregoing, (x) Shareholder from acquiring securities shall be permitted to make confidential proposals to the Board or any or all of the Company as Other Investors that, in and of themselves, will not require a result of public announcement, (y) in the event any share split, combination, recapitalization person or group (other similar transaction in than the Shareholder and the Other Investors) publicly announces a bona fide tender or of exchange offer involving the securities of the Company if such share splitCompany, combination, recapitalization publicly makes a bona fide proposal regarding any merger or other similar business combination or extraordinary transaction with respect to the Company or publicly announces it has been duly approved acquired beneficial ownership of 15% or more of the outstanding Company Shares, the restrictions set forth in this Section 3.1 shall lapse and terminate unless the Company takes appropriate action in response thereto within ten (10) Business Days following such event (which shall include, but does not necessarily require, adoption of a shareholder rights plan or implementation of other measures), and (z) in the event the Company consummates a primary offering of Company Shares during the term of the standstill contemplated by this Section 3.1, the Company, Shareholder shall be permitted to consummate one or (b) Parent and Merger Sub from entering into more brokered transactions through any securities exchange on which the Merger Agreement and consummating Company Shares are then listed to acquire beneficial ownership of additional Company Shares in order to return its total beneficial ownership of Company Shares to the Mergerpercentage beneficial ownership interest it held immediately prior to such offering.

Standstill. Except as provided in Section 2.3 below, for a period beginning on date Until the later of this Agreement and ending (i) the Nominee remains on the Expiration TimeBoard and (ii) twelve (12) months after the Investor Board Seat Fall-Away, none without the prior written approval of the Rollover Shareholder or any of its Affiliates shallBoard, the Investor will not, directly or indirectly: , and will cause its affiliates not to: (i) acquire, offer or seek to acquire, agree to acquire or agree make a proposal to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, securities or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make Subsidiary of the Company, any public announcement (securities convertible into or exchangeable for any such securities, any options or other than derivative securities or contracts or instruments in any disclosure on Schedules 13D or 13G way related to the extent required by U.S. federal price of shares of Common Stock or state securities laws any assets or the rules and regulations promulgated thereunder for the purpose property of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies Subsidiary of the Company, ; (ii) make or in any way participate, directly encourage or indirectly, participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the rules of the Securities and Exchange Commission of the United States) SEC, to vote vote, or seek to advise or influence any party with respect to voting of, any voting securities of the Company or any subsidiary thereofof its Subsidiaries, or call or seek to call a meeting of the Company’s stockholders or initiate any stockholder proposal for action by the Company’s stockholders, or seek election to advise or influence to place a representative on the Board or seek the removal of any person director from the Board; (iii) make any public announcement with respect to to, or offer, seek, propose or indicate an interest in (in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the voting of any voting assets, properties or securities of the Company or any subsidiary thereof; Subsidiary of the Company, or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective securities, or enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other party regarding any of the foregoing; (iv) formotherwise act, joinalone or in concert with others, become to seek to control or influence, in any manner, the management, board of directors or policies of the Company or any of its Subsidiaries; (v) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing; (vi) advise, assist, encourage or direct any other party to do, or to advise, assist, encourage or direct any other party to do, any of the foregoing; (vii) take any action that would, in effect, require the Company to make a member public announcement regarding the possibility of a transaction or any of the events described in this Section 5.07; (viii) enter into any discussions, negotiations, arrangements or understandings with any third party (including, without limitation, security holders of the Company) with respect to any of the foregoing, including, without limitation, forming, joining or in any way participate in, or otherwise encourage the formation of, participating in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, ) with any third party with respect to any securities of the Company or otherwise in connection with any of the foregoing; or ; (vix) publicly request the Other Rollover Shareholders Company, directly or indirectly, to amend or waive any provision ofof this Section 4(bb), provided that this clause shall not prohibit the Investor from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 4(bb) which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require public disclosure thereof by any person; or (x) contest the validity of this Section 4(bb) or make, initiate, take or participate in any demand, action challenging the enforceability (legal or validity ofotherwise) or proposal to amend, waive or terminate any provision of this paragraph (including this sentenceSection 4(bb). For the avoidance of doubt; provided, however, that nothing in this Section 2.2 or any other provision of this Agreement shall prohibit 4(bb) will limit (a1) the Rollover Shareholder from acquiring securities Investor’s ability to vote, transfer, convert or otherwise exercise rights under its Common Stock, Notes or Warrants or (2) the ability of any Nominee to act in his or her capacity as a member of the Company as a result of any share splitBoard including, combinationbut not limited to, recapitalization his or other similar transaction in her ability to vote or of the securities of the Company if such share split, combination, recapitalization otherwise exercise his or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerher fiduciary duties.

Standstill. Except as provided in Section 2.3 belowDuring the Restricted Period, for a period beginning on date of this Agreement TGTX and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquirewill not, directly or indirectly, except as expressly approved or invited by purchase Precision in writing: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, directly or indirectly, (i) any acquisition of any securities of Precision or any of its subsidiaries or any securities convertible into or exercisable or exchangeable for any securities of Precision or any of its subsidiaries (or beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof); (ii) make any public announcement acquisition of any material assets of Precision or any of its subsidiaries, (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Mergeriii) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, mergermerger or other business combination or Change of Control involving Precision or any of its subsidiaries, (iv) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to Precision or any subsidiary thereof; of its subsidiaries, or (iiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Precision; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act) with respect to any securities of Precision or any of its subsidiaries; (c) otherwise act, alone or in connection concert with others, to seek to control or influence the board of directors or the management or policies of Precision or any of its subsidiaries; (d) take any action that would reasonably be expected to require Precision to make a public announcement regarding any of the matters set forth in this Section 8.2.8; (e) enter into any discussions or arrangements with any Third Party with respect to any of the foregoing; or or (vf) publicly request disclose any intention, plan or arrangement regarding any of the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing matters set forth in this Section 2.2 8.2.8. Notwithstanding the provisions set forth in this Section 8.2.8 (the “Standstill Provisions”), (x) if at any time (i) a Third Party enters into an agreement with Precision contemplating a Change of Control of Precision, including a merger, consolidation or other business combination transaction or tender offer related thereto, or the purchase of all or substantially all of the assets of Precision and its subsidiaries, or publicly announces its intention to do so, then the Standstill Provisions shall be suspended and of no further force or effect until the termination of such agreement or the public announcement of a withdrawal or abandonment of such intention, at which time the Standstill Provisions will be reinstated and apply in full force and effect or (ii) a Third Party commences, or publicly announces an intention to commence, a tender, exchange or offer that, if consummated, would result in a Change of Control of Precision, then the Standstill Provisions shall be suspended and of no force or effect until the expiration or termination of a tender, exchange or offer that has been commenced or the public announcement of a withdrawal or abandonment of an intention to commence a tender, exchange or offer at which time such restrictions will be reinstated and apply in full force and effect; (y) TGTX will not be precluded from making any other provision confidential offers or proposals to the Precision Board of Directors in a manner reasonably believed not to require Precision to make a public announcement of such offer or proposal; provided that TGTX shall not publicly disclose any such offers or proposals; and (z) TGTX shall not be precluded from owning or acquiring interests in mutual funds or similar entities that own shares of Precision Common Stock, and nothing herein shall prohibit passive investments by pension or employee benefit plans of TGTX. Notwithstanding the foregoing, the Standstill Provisions shall automatically terminate and be of no further force or effect upon the termination of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergeraccordance with its terms.

Standstill. Except (a) The Purchaser agrees that during the Research Term (as provided defined in Section 2.3 belowthe License Agreement), for a period beginning on date of this Agreement and ending on except with the Expiration Time, none prior written consent of the Rollover Shareholder or Company, the Purchaser shall not, and shall not permit any of its officers, directors, investment advisors, agents, representatives or Affiliates shall, directly or indirectly: to: (i) except pursuant to Section 2.3(b) hereof, acquire, offer to acquire, agree to acquire or agree to acquirecause or effect the acquisition of, directly or indirectly, by purchase or otherwise, any beneficial ownership in, of any securities or direct or indirect rights to acquire instruments convertible into any beneficial ownership in, securities of the Company Securities such that the aggregate beneficial ownership of the Purchaser, its officers, directors (but excluding for these purposes beneficial ownership of ▇▇▇▇▇▇ ▇▇▇▇▇▇ through ARCH Venture Fund VI, L.P.) and Affiliates (on a combined basis), if (A) subsequent to the Extension Closing Date, is 20% or any subsidiary thereof; more of the Company’s outstanding Common Stock, and (B) prior to the Extension Closing Date, is [***]% or more of the Company’s outstanding Common Stock calculated as of immediately prior to the Effective Date; (ii) make solicit or encourage any public announcement (other than any disclosure on Schedules 13D or 13G entity to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” solicit proxies (as such terms are used defined in Regulation 14A under the rules of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to any matter involving the voting Company, its nominees for directors or otherwise initiate, propose or solicit, or induce any other Person to initiate, propose or solicit any stockholder of the Company, any stockholder proposal or director nominations, any tender offer for Company Securities, any change of control of the Company, or for the purpose of convening a stockholders’ meeting of the Company; (iii) except with respect to proxies executed in connection with stockholder meetings, deposit any Company Securities in any voting securities trust or subject them to any voting agreement or other agreement of the Company or any subsidiary thereof; similar effect; (iv) formjoin or form any partnership, joinlimited partnership, become a member of or in any way participate insyndicate, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) group within the meaning of Section 13(d)(3) of the Exchange ActAct for the purpose of acquiring, in connection with holding or disposing of beneficial ownership of any Company Securities or encourage, advise or, for the purpose of circumventing or avoiding any of the foregoing; provisions of this Agreement, assist any Person to do any of the foregoing or otherwise take any action individually or jointly with any partnership, limited partnership, syndicate, or other group or assist any other Person or group of Persons in taking any action it could not individually take under this Agreement; (v) publicly request make, effect, cause, initiate or participate in any Acquisition Transaction with respect to the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph Company (including this sentence). For for the avoidance of doubt, nothing Purchaser may directly engage Company’s management and/or its Board of Directors in this Section 2.2 private discussions with respect to an Acquisition Transaction by and between Purchaser and Company); or (vi) make any public proposals to the Company or any other provision of this Agreement shall prohibit (a) its Affiliates, directors, officers, employees, agents, representatives, successors or security holders concerning, or otherwise announce any intention to effect or participate in any Acquisition Transaction relating to the Rollover Shareholder from acquiring securities Company or any Affiliate or successor of the Company as a result of or take any share split, combination, recapitalization or other similar transaction in or of the securities of action that would require the Company if such share split, combination, recapitalization to make a public announcement regarding the possibility of an Acquisition Transaction with the Purchaser or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerany of its Affiliates.

Standstill. Except Recipient’s Beneficial Ownership of the Company’s capital stock as provided in Section 2.3 belowof the Effective Date is set forth on Schedule A attached hereto. Recipient agrees that, for a period beginning on of one year after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none unless specifically invited in writing by Provider, neither it nor any of its respective Representatives, will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof) or all or substantially all of the Rollover Shareholder assets of Provider or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, merger or other business combination involving Provider or any of its subsidiaries, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to Provider or any subsidiary thereof; of its subsidiaries, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Provider; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined belowunder the 1934 Act) with respect to the securities of Provider; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving Provider or its securities or assets; (d) within otherwise act, alone or in concert with others, to seek to control or influence the meaning management, Board of Section 13(d)(3Directors or policies of Provider; (e) take any action which might force Provider to make a public announcement regarding any of the Exchange Act, types of matters set forth in connection (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; . Recipient also agrees during the Standstill Period not to request Provider (or (v) publicly request the Other Rollover Shareholders its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 9 (including this sentence). For the avoidance of doubt, nothing Recipient further agrees that unless otherwise directed by Provider in this Section 2.2 or any other provision of this Agreement shall prohibit writing (ai) the Rollover Shareholder from acquiring securities of all communications with the Company as regarding a result of any share splitPossible Transaction, combination(ii) requests for additional information, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Companyfacility tours, or management meetings, and (biii) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerdiscussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Recipient or its Representatives only to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., as Provider’s financial advisor, or a person or persons designated in writing by ▇▇. ▇▇▇▇▇▇▇▇.

Standstill. Except as provided in Section 2.3 belowcontemplated under the Merger Agreement or otherwise for the purposes of the consummation of the Merger, for a period beginning on from the date of this Agreement and ending on hereof until the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shallshall not, directly or indirectly: : (ia) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; ; (iib) make any public announcement (other than any disclosure on Forms 3, 4 or 5 or Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Mergerthereunder) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; ; (iiic) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; or (ivd) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (ai) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (bii) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for For a period beginning on date of this Agreement three years from and ending on after the Expiration TimeClosing Date, none Liberty shall not, and shall not authorize or permit any of its Affiliates or their respective Representatives to do or agree to do any of the Rollover Shareholder following, without the prior written consent of Holdings: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any Equity Securities (or Beneficial Ownership thereof), or any indebtedness or businesses of Holdings or any of its Affiliates shallSubsidiaries, directly or indirectly: (iB) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, consolidation, business combination, acquisition, merger, joint venture or other business combination involving Holdings or any of its Subsidiaries or any material assets of Holdings or any of its Subsidiaries, (C) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to Holdings or any subsidiary thereof; of its Subsidiaries, or (iiiD) seek or propose to influence or control the management or policies any "solicitation" of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “"proxies” " (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company Holdings or consents to any subsidiary thereof, action from any holder of any voting securities of Holdings or seek to advise or influence any person Person with respect to the voting of or the granting of any consent with respect to any voting securities of the Company or any subsidiary thereof; Holdings; (ivii) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” (other than with the Other Rollover Shareholders " (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act) in connection with the voting securities of Holdings or otherwise act in concert with any Person in respect of any such securities; (iii) otherwise act, alone or in concert with others, to seek representation on, or to control or influence the management of, the Board of Directors or policies of Holdings; (iv) enter into any discussions or arrangements with any third party with respect to any of the foregoing; (v) request that Holdings or any of its Representatives amend or waive any provision of this paragraph, or make any public announcement with respect to the restrictions of this paragraph, or take any action which would reasonably be expected to require Holdings to make a public announcement regarding the possibility of a business combination or merger; or (vi) advise, assist or encourage any other Persons, in connection with any of the foregoing; provided, however, that notwithstanding anything contained herein, (A) any acquisition (or proposed acquisition) of an indirect interest in Equity Securities of Holdings or any of its Subsidiaries arising out of an acquisition by Liberty or any of its Affiliates of an interest in another Person (vwhich Person, immediately following such acquisition, would be an Affiliate of Liberty) publicly request (an "Acquired Person") that Beneficially Owns Equity Securities of Holdings or any of its Subsidiaries will not constitute a breach or violation of Liberty's obligations under this Section 5, so long as (X) such Equity Securities of Holdings or any of its Subsidiaries Beneficially Owned by such Acquired Person (together with such Equity Securities of Holdings or its Subsidiaries Beneficially Owned by Liberty, its Affiliates and other Acquired Persons at such time) do not constitute, in the Other Rollover Shareholders aggregate, on an as-converted basis, two percent or more of any class of Holdings' or any of its Subsidiaries' Equity Securities immediately prior to amend the execution in full of a binding purchase or waive similar agreement relating to such acquisition (but after giving effect to any provision sale or other disposition of Equity Securities of Holdings or any of its Subsidiaries by such Acquired Person (or by Liberty, its Affiliates or other Acquired Person) to occur on a reasonably prompt basis after the closing of such acquisition pursuant to a binding agreement entered into by such Acquired Person (or Liberty, its Affiliates or other Acquired Persons) prior to or in connection with the closing of such acquisition to sell or dispose of a sufficient number of such Acquired Person's (or of Liberty's, its Affiliates' or other Acquired Person's) Equity Securities of Holdings or any of its Subsidiaries so as to cause such Person (together with such Equity Securities of Holdings or its Subsidiaries Beneficially Owned by Liberty, its Affiliates and the other Acquired Persons at such time) to Beneficially Own Equity Securities of Holdings or any of its Subsidiaries constituting, in the aggregate, on an as-converted basis, less than two percent of any class of Holdings' or any of its Subsidiaries' Equity Securities, subject to such disposition closing; provided, that prior to such disposition, Liberty shall vote, and shall cause its Affiliates to vote, the excess of any Equity Securities of Holdings or any of its Subsidiaries constituting, in the aggregate, on an as converted basis, two percent or more of any class of Holdings' or any of its Subsidiaries' Equity Securities at any special or annual meeting of stockholders of Holdings or any of its Subsidiaries, as applicable, in proportion to the votes cast by stockholders of Holdings or its Subsidiaries, as applicable, other than Liberty and its Affiliates, at such meeting); and (Y) the aggregate value of such Equity Securities of Holdings (calculated based on the applicable Per Share Value) or any of its Subsidiaries Beneficially Owned by such Acquired Person do not constitute, in the aggregate, on an as-converted basis, five percent or more of the fair value of the consolidated net assets of such Acquired Person immediately prior to the execution in full of a binding purchase or similar agreement relating to such acquisition but after giving effect to any sale or other disposition of Equity Securities of Holdings or any of its Subsidiaries by such Acquired Person to occur on a reasonably prompt basis after the closing of such acquisition pursuant to a binding agreement entered into by such Acquired Person prior to or in connection with the closing of such acquisition to sell or dispose of a sufficient number of such Acquired Person's Equity Securities of Holdings or any of its Subsidiaries so as to cause such Acquired Person to Beneficially Own Equity Securities of Holdings or any of its Subsidiaries constituting, in the aggregate, on an as-converted basis, less than five percent or more of the fair value of the consolidated net assets of such Acquired Person, subject to such disposition closing; provided, that prior to such disposition, Liberty shall vote, and shall cause its Affiliates to vote, the excess of any Equity Securities of Holdings or any of its Subsidiaries constituting, in the aggregate, on an as converted basis, five percent or more of the fair value of the consolidated net assets of the Acquired Person, as applicable, in proportion to the votes cast by stockholders of Holdings or its Subsidiaries, as applicable, other than Liberty and its Affiliates, at such meeting); and (B) for all purposes of this Section 5, Liberty, its Affiliates and any Acquired Person will not be deemed to have acquired Beneficial Ownership of, or take any action challenging the enforceability or validity and following such acquisition will not be deemed to have Beneficial Ownership of, this paragraph (including this sentence). For the avoidance any Equity Securities of doubt, nothing in this Section 2.2 Holdings or any other provision of this Agreement shall prohibit its Subsidiaries to the extent that such Equity Securities are (ai) the Rollover Shareholder from acquiring securities of the Company received by Liberty or its Affiliates as a result of any share split, combination, recapitalization dividend or other distribution made, or similar transaction in action taken (including receipt by Liberty or any of the securities its Affiliates of the Company if such share splitany rights, combination, recapitalization warrants or other similar transaction has been duly approved securities granting to the holder the right to acquire Equity Securities of Holdings or its Affiliates, and any acquisition of Equity Securities of Holdings or its Affiliates upon the exercise thereof), by the CompanyHoldings, any of its Affiliates or any other Person which is not Liberty or an Affiliate of Liberty or (bii) Parent and Merger Sub acquired from entering into the Merger Agreement and consummating the MergerHoldings or any of its Subsidiaries.

Standstill. Except as provided in Section 2.3 below, for a During the period beginning on date of this from the Agreement Date through and ending on including the Expiration Time, none earlier of the Rollover Shareholder Closing Date or the Termination Date (defined below) (the “Standstill Period”), neither Sellers nor any of its Affiliates shalltheir affiliates will (and neither Sellers nor any of their affiliates will assist or encourage others to), directly or indirectly: : (i) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired (by any person other than a Permitted Transferee or Buyer as contemplated hereby), by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Exchange Act) of any of the Company’s assets or businesses or any securities issued by the Company (other than the exercise of the Options), or direct any rights or indirect rights options to acquire such ownership, including from a third party; (ii) make, or in any beneficial ownership inway participate, in any solicitation of proxies or consents with respect to any securities of the Company which are, or may be, entitled to vote in the election of the Company’s directors (“Company Voting Securities”), become a participant in any subsidiary thereofelection contest with respect to the Company; seek to advise, encourage or influence any person or entity with respect to the voting of any Company Voting Securities; or demand a copy of the Company’s stock ledger, list of its stockholders or other books and records; or call or attempt to call any meeting of the stockholders of the Company; (iiiii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions)for, any tender or exchange offer, merger, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or its securities or assets; (iv) participate in any subsidiary thereof; (iii) seek tender or propose to influence exchange offer or control the management merger or policies of other business combination involving the Company; (v) form, make join or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange ActAct with respect to any Company Voting Securities (excluding any group status for Sellers that could result from the transaction contemplated hereby); (vi) otherwise act, alone or in connection concert with others, directly or indirectly, to seek control of the management, board of directors, or policies of the Company; or (vii) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing; or matters described in (vi) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph through (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (avi) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerabove.

Standstill. Except as provided in Subject to Section 2.3 below3.04, for a period beginning on date of this Agreement and ending on the Expiration Time, none no member of the Rollover Shareholder or any of its Affiliates ----------- TDF Group shall, directly without the prior written consent of the Board (not to be unreasonably withheld or indirectly: delayed): (ia) except as permitted under the Transaction Documents, acquire, offer to acquire acquire, or agree to acquire, by purchase, gift or otherwise, the beneficial ownership of any Voting Securities of the Company if the TDF Group Interest upon the consummation thereof would be greater than the Relevant Percentage, except pursuant to a stock split, stock dividend, rights offering, recapitalization, reclassification or similar transaction; (b) except as contemplated by the Transaction Documents, publicly propose that TDF or any member of the TDF Group enter into, directly or indirectly, by purchase any Business Combination involving the Company or otherwisepropose to purchase, any beneficial ownership indirectly or indirectly, or direct or indirect rights to acquire any beneficial ownership in, securities a material portion of the assets of the Company or any subsidiary thereof; (ii) Subsidiary of the Company, or make any public announcement such proposal privately (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a such proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of CTSH and its assets) if it would reasonably be expected to require the Company or any subsidiary thereof; to make a public announcement regarding such proposal; (ivc) formmake, join, become a member of or in any way participate in, directly or otherwise encourage the formation ofindirectly, a “group” (other than with the Other Rollover Shareholders any "solicitation" of "proxies" (as defined below)) within the meaning of Section 13(d)(3) of such terms used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Voting Securities of the Company in opposition to the recommendation of a Special Majority Vote of the Board or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) in opposition to the recommendation of a Special Majority Vote of the Board; (d) act in concert with any person for the purposes prohibited by subparagraph (a) or (b) above; (e) except in accordance with the terms of the Stockholders Agreement, seek election to or seek to place a representative on the Board or seek the removal of any member of the Board; (i) solicit, seek to effect, negotiate with or provide nonpublic information to any other person with respect to or (ii) otherwise make any public announcement or proposal whatsoever with respect to, any form of business combination (with any person) involving a change of control of the Company or the acquisition of a substantial portion of the Voting Securities and/or Equity Securities or assets of the Company or any Subsidiary of the Company (except, in connection with any the case of CTSH and its Subsidiaries, as permitted under Section 5.01 or the CTSH Shareholders Agreement), including a merger, consolidation, tender offer, exchange offer or liquidation of the foregoingCompany assets, or any restructuring, recapitalization or similar transaction with respect to the Company or any Subsidiary of the Company; or or (vg) publicly request the Other Rollover Shareholders to amend disclose any intention, plan or waive any provision ofarrangement, or take provide advice or assistance to any action challenging person, inconsistent with the enforceability foregoing. If TDF or validity ofany member of the TDF Group owns or acquires any Voting Securities in violation of this Agreement, such Voting Securities shall immediately be disposed of to persons who are not members of the TDF Group in compliance with the provisions of this paragraph Agreement (including this sentence). For but, for the avoidance of doubt, nothing in this Section 2.2 if at any time the TDF Consolidated Group Interest or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of TDF Group Interest, as applicable, is increased to more than the Company Relevant Percentage as a result of a repurchase of Voting Securities by the Company or any share split, combination, recapitalization or other similar transaction change in or the Company's capitalization no Voting Securities shall be required to be disposed of by any member of the securities of TDF Group); provided that -------- the Company if may also pursue any other available remedy to which it may be entitled as a result of such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerviolation.

Standstill. Except as provided in Section 2.3 below(a) Each Purchaser agrees severally and not jointly that, for a period beginning on date of this Agreement during the Standstill Period, it shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any shall cause each of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect not to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any manner, alone or in concert with others take any of the following actions without the prior consent of the Company: (i) make, engage in, or in any way participate in any “solicitation” of “proxies” proxies (as such terms are used in the proxy rules of the Securities and Exchange Commission of SEC but without regard to the United States) exclusion set forth in Rule 14a-1(l)(2)(iv)), or consents to vote with respect to any voting securities consent of the Company or any subsidiary thereofholders of Common Stock, or seek to advise advise, encourage or influence any person with respect to the voting of any voting securities of the Company for the election of individuals to the Board of Directors or to approve any subsidiary thereof; proposals submitted to a vote of the stockholders of the Company that have not been authorized and approved, or recommended for approval, by the Board of Directors, or become a “participant” in any contested “solicitation” (ivas such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of Directors at any stockholder meeting, or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, become a member of encourage, influence, advise or in any way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as such term is defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, in connection ) with any of the foregoing; or (v) publicly request the Other Rollover Shareholders persons who are not its Affiliates with respect to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities that would result in such Purchaser (together with its Affiliates), having Beneficial Ownership of more than such Purchaser’s Beneficial Ownership percentage as of the Closing Date (adjusted upwards to reflect any increase in such percentage as a result of any share splitacquisitions, combination, recapitalization purchases or other similar transaction in transactions permitted pursuant to Section 4.08(c)). For purposes of this Section 4.08(a)(iii), no securities Beneficially Owned by a portfolio company of a Purchaser or its Affiliates will be deemed to be Beneficially Owned by such Purchaser or any of its Affiliates only so long as (x) such portfolio company is not an Affiliate of such Purchaser for purposes of this Agreement, (y) neither such Purchaser nor any of its Affiliates has encouraged, instructed, directed, supported, assisted or advised, or coordinated with, such portfolio company with respect to the acquisition, voting or disposition of securities of the Company if by the portfolio company and (z) neither such share splitPurchaser or any of its Affiliates is a member of a group (as such term is defined in Section 13(d)(3) of the Exchange Act) with that portfolio company with respect to any securities of the Company; (iv) offer or propose to effect, or intentionally assist or facilitate any other person to offer or propose to effect any tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization recapitalization, reorganization, sale or acquisition of all or substantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its Subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”); provided, however, that this clause shall not preclude the tender by such Purchaser or any of its Affiliates of any securities of the Company into any Third Party Tender/Exchange Offer (and any related conversion of Shares to the extent required to effect such tender) or the vote by such Purchaser or any of its Affiliates of any voting securities of the Company with respect to any Extraordinary Transaction in accordance with the recommendation of the Board of Directors; (v) (A) call or seek to call any meeting of stockholders of the Company, including by written consent, (B) seek representation on the Board of Directors, except as expressly set forth herein, (C) seek the removal of any member of the Board of Directors, (D) solicit consents from stockholders or otherwise act or seek to act by written consent with respect to the Company, (E) conduct a referendum of stockholders of the Company or (F) make a request for any stockholder list, whether pursuant to Section 220 of the DGCL or otherwise; (vi) take any action in support of or make any proposal or request that constitutes (A) controlling or changing the Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors, or (B) any other material change in the Company’s management, business or corporate structure (except pursuant to any action or transaction permitted by Section 4.08(a)(iv)); (vii) make or issue, or cause to be made or issued, any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board of Directors, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the foregoing; or (viii) publicly announce an intention to do, or to enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to, any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing. (b) The foregoing provisions of Section 4.08(a) shall not be deemed to prohibit (i) any Purchaser or any of its Affiliates or their respective directors, officers or counsel from communicating privately with the Company’s directors, officers or advisors, including making a confidential proposal to the Company or the Board of Directors for a negotiated transaction with the Company involving a Change of Control. (c) Notwithstanding the foregoing provisions of Section 4.08(a) or anything in this Agreement to the contrary, no Purchaser and none of its Affiliates shall be restricted from (i) acquiring securities with the prior written consent of the Board of Directors, (ii) participating in rights offerings conducted by the Company, (iii) receiving stock dividends or similar transaction has been duly approved distributions made by the Company or receiving or accruing any dividends on the Shares, including any shares of Common Stock that may be issuable in respect of any Compounded Dividends (as defined in the Series B Certificate of Designations) or any other action provided for by the Series B Certificate of Designations, (iv) tendering shares of Common Stock as permitted by Section 4.02 or in a Third Party Tender/Exchange Offer after the Restricted Period, (v) disposing of shares of Common Stock by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving the Company, (vi) any adjustment in the Conversion Price of the Shares or other securities acquired not in contravention of this Section 4.08, (vii) any conversion of the Shares or other securities acquired not in contravention of this Section 4.08 or (viii) acquiring any shares of Common Stock or other Additional Securities pursuant to or in connection with Section 4.07 or a Permitted Transfer. (d) Notwithstanding the foregoing provisions of Section 4.08(a) or anything in this Agreement to the contrary, the Company acknowledges that CalSTRS is an institutional investor with fiduciary duties to its investors, and agrees that nothing herein shall (i) impact the ability of CalSTRS to act in accordance with the fiduciary duties owed to their investors so long as such action is not specifically targeted or directed at the Company and contrary to Section 4.08(a), (ii) limit the ability of divisions within CalSTRS to trade in equities generally (whether in index based or otherwise other than Capital Stock of the Company as restricted by Section 4.08(a)), in each case, in the ordinary course of their business and accordance with applicable law, (iii) limit third-party managers that are affiliated with CalSTRS from buying or selling securities, including Capital Stock of the Company, or (biv) Parent and Merger Sub from entering into limit the Merger Agreement and consummating ability of CalSTRS to publicly announce positions or opinions or otherwise publish data generally with respect to corporate governance issues or shareholder rights matters, in each case, that are not specifically targeted or directed at the MergerCompany.

Standstill. Except as provided in Section 2.3 below, for a period beginning on (a) From the date of this Agreement and ending on until the Expiration Time, none expiration of the Rollover Shareholder or any of Standstill Period (as defined below), CGC shall not, and shall cause its Affiliates shallAffiliates, principals, directors, general partners, officers, employees and, to the extent acting on their behalf, agents and representatives (collectively, the “Related Persons”) not to, and ▇▇. ▇▇▇▇▇▇▇▇ shall not, directly or indirectly: : (i) acquire, offer to acquire make any announcement or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inproposal with respect to, or direct offer, seek, or indirect rights propose, (A) any form of business combination or acquisition or other transaction relating to acquire any beneficial ownership in, a material amount of assets or securities of the Company or any subsidiary thereof; of its subsidiaries, (iiB) make any public announcement (other than any disclosure on Schedules 13D form of restructuring, recapitalization or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) similar transaction with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving to the Company or any subsidiary thereof; of its subsidiaries or (iiiC) seek any form of tender or propose to influence exchange offer for Common Shares, whether or not such transaction involves a change of control the management or policies of the Company, make or Company (it being understood that the foregoing shall not prohibit CGC from acquiring Common Shares and other securities within the limitations set forth in Section 3(a)(iii) of this Agreement); (ii) engage in any way participate, directly solicitation of proxies or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) written consents to vote any voting securities of the Company, or conduct any type of nonbinding referendum with respect to any voting securities of the Company, or assist or participate in any solicitation of proxies (or written consents) with respect to, or from the holders of, any voting securities of the Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company (including by initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments related to the price of Common Shares, or any subsidiary thereofassets or liabilities of the Company, in each case, if such purchase, acquisition, offer or agreement would result in CGC and its Affiliates and Associates having beneficial ownership in excess of four and nine tenths percent (4.9%) of the Common Shares issued and outstanding at such time (excluding, for the avoidance of doubt, any Common Shares beneficially owned by the ▇. ▇. ▇▇▇▇ Parties and their Affiliates and Associates); (iv) seek to advise advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any voting securities of the Company; (v) other than through open market broker sale transactions where the identity of the purchaser is unknown, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any subsidiary thereofrights decoupled from the underlying securities held by CGC or any of its Affiliates or Associates to any person not (A) a party to this Agreement or any of the ▇. ▇. ▇▇▇▇ Parties, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate of CGC (any person not set forth in clauses (A) through (D) shall be referred to as a “Third Party”) that would, to the actual knowledge of CGC (after reasonable inquiry, it being agreed that such actual knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), result in such Third Party (other than a bank counterparty in respect of derivative securities), together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial or other ownership interest representing in the aggregate in excess of five percent (5.0%) of the Common Shares issued and outstanding at such time; (vi) engage in any short sale, hypothecation, “swap” transaction, or any purchase, sale or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the market price or value of the securities of the Company; provided that the foregoing shall not restrict CGC from hedging its position in the Common Shares by selling covered call options with respect to no more than twenty-five percent (iv25%) of the Common Shares beneficially owned by CGC at any time; (vii) take any action in support of or make any proposal or request (publicly or otherwise) that constitutes: (A) advising, controlling or changing the Board or management of the Company, including any proposals to change the number or term of directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any material change in the capitalization, share repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, or (D) seeking to have the Company waive or make amendments or modifications to the Company’s bye-laws, or other actions that may impede or facilitate the acquisition of control of the Company by any person; (viii) make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration by the Company’s shareholders; (ix) except as expressly permitted by this Agreement, (A) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, or (B) seek, alone or in concert with others, the removal of any director from the Board; (x) call or seek to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the Company’s bye-laws, including a “town hall meeting”; (xi) deposit any Common Shares in any voting trust or subject any Common Shares to any arrangement or agreement with respect to the voting of any Common Shares (other than (i) any such voting trust, arrangement or agreement solely among the D. E. Shaw Parties and/or CGC that is otherwise in accordance with this Agreement or (ii) customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (xii) form, join, become a member of join or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Shares, other than a “group” with the ▇. ▇. ▇▇▇▇ Parties and their Affiliates or with any Affiliate of CGC; provided that any such Affiliate agrees in connection writing to be subject to, and bound by, the terms and conditions of this Agreement and files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that CGC has formed a group with such Affiliate; (xiii) demand a copy of the Company’s register of shareholders or its other books and records or make any request under any statutory or regulatory provisions of Bermuda providing for shareholder access to books and records (including lists of shareholders) of the Company or otherwise; (a) threaten, commence, file, solicit or assist, or cause to be threatened, commenced or filed, any derivative action in the name of the Company against any of the foregoing; Company’s current or former officers or directors or (vb) publicly act or cause others to act as, or solicit or assist others to be, named or lead plaintiff in any class action litigation against the Company or any of its Affiliates or any of the Company’s or its Affiliates’ current or former officers or directors (provided that, for the avoidance of doubt, CGC shall not be (1) required to opt out of any such class litigation if commenced by third parties and may, in its discretion, become member of any class established thereby or (2) restricted from commencing litigation on its own behalf against the Company or its current or former officers or directors); (xv) disclose in a manner that would reasonably be expected to become public any plan or proposal with respect to the Board, the Company or its management that CGC would be prohibited from making pursuant to this Section 3; (xvi) enter into any discussions, negotiations, agreements or understandings with any person with respect to any action CGC is prohibited from taking pursuant to this Section 3, or advise, assist, encourage or persuade any person to take any such action; (xvii) make any request the Other Rollover Shareholders or submit any proposal to amend or waive the terms of this Section 3 other than through non-public communications with the Company that would not reasonably be expected to require any provision ofpublic announcement or disclosure of such communications by any of CGC or its Affiliates, the Company or its Affiliates or any Third Party; or (xviii) take any action challenging the validity or enforceability of any of the provisions of this Section 3. Notwithstanding anything to the contrary contained in this Section 3, CGC shall not be prohibited or validity ofrestricted from: (A) communicating privately with the Board or any officer or director of the Company regarding any matter, so long as such communications would not reasonably be expected to require any public disclosure of such communications by any of CGC or its Affiliates, the Company or its Affiliates or any Third Party; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over CGC; provided that a breach by any of CGC or ▇▇. ▇▇▇▇▇▇▇▇ of this paragraph Agreement is not the cause of the applicable requirement; or (C) privately communicating to any of CGC’s investors or potential investors factual information regarding the Company, provided such communications are subject to reasonable confidentiality obligations. (b) Nothing in this Agreement, including this sentence). For Section 3, shall limit in any respect the actions or rights of any director of the Company (including, for the avoidance of doubt, nothing any New Director) under applicable law in his or her capacity as such, recognizing that such actions and rights are subject to such director’s fiduciary duties to the Company and its shareholders and the Company Policies. The provisions of this Section 3 shall also not prevent CGC from freely voting its Common Shares (except as otherwise provided in Section 2 hereof) or taking any actions as specifically contemplated by this Agreement. (c) Notwithstanding anything contained in this Section 2.2 or any other provision Agreement to the contrary, the provisions of Sections 1, 2, 3, 8 and 10 of this Agreement shall prohibit automatically terminate upon the occurrence of a Change of Control transaction (aas defined below) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by involving the Company, or . (bd) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.For purposes of this Agreement:

Standstill. (1) Except as provided otherwise set forth in Section 2.3 belowthis Article 4 or Article 5, for a period beginning on from the date of this Agreement and ending on until the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shall, directly or indirectlyearlier of: (i) acquirethe Standstill Termination Date; and (ii) the occurrence of a Fundamental Change (the “Standstill Period”), offer the Investor shall not, without the prior written consent of the Board ((a) through (e) are collectively referred to herein as the “Standstill Restrictions”): (a) acquire or agree to acquire, directly acquire or indirectly, by purchase or otherwise, make any beneficial ownership in, or direct or indirect rights proposal to acquire any beneficial ownership insecurities or any material assets of the Corporation, other than: (i) securities acquired pursuant to any stock option or similar plan of the Corporation or stock split, stock dividend, securities of distribution, rights offering, recapitalization, or similar corporate action by the Company Corporation with respect to any securities beneficially owned by the Investor or any subsidiary thereofits Affiliates; (ii) make pursuant to any public announcement Transaction Agreement or other securities or rights of the Corporation beneficially owned by the Investor or its Affiliates; or (other than iii) any disclosure on Schedules 13D or 13G assets of the Corporation being sold in the ordinary course of its business (an “Acquisition Transaction”); (b) propose to the extent required by U.S. federal or state securities laws or Corporation, the rules and regulations promulgated thereunder for shareholders of the purpose of pursuing Corporation, the Merger) with respect toBoard, or submit a proposal for any other Person, or offer of (with effect or without conditions)seek to effect, any tender or exchange offeramalgamation, merger, recapitalizationarrangement, business combination, reorganization, business combination or other extraordinary transaction involving restructuring or liquidation with respect to the Company Corporation (each, an “Extraordinary Transaction”); (c) solicit, or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or participate in any way participatesolicitation of, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in proxies from the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person Corporation’s shareholders with respect to the voting of any voting securities of the Company Corporation in respect of any Acquisition Transaction or any subsidiary thereof; Extraordinary Transaction; (ivd) formassist, join, become a member of or in any way participate inadvise, or otherwise encourage the formation of, a “group” any other persons to effect any Acquisition Transaction or Extraordinary Transaction; or (other than e) make any public announcement with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of respect to the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, except as may be required by applicable law, regulatory authorities, or take any action challenging stock exchanges. (2) Notwithstanding anything to the enforceability or validity ofcontrary herein, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall in no way limit, restrict, or prohibit the Investor or any of its Affiliates or Persons with whom the Investor is acting jointly or in concert during the Standstill Period from: (a) making one or more confidential proposal(s) to or communications with the Rollover Shareholder from Board and/or management of the Corporation relating to any Acquisition Transaction, Extraordinary Transaction, or other transaction or matter; or (b) after the date that is one year following the date on which all of the Warrants have been duly exercised or expired, acquiring securities of the Company as a result Corporation in compliance with the relevant provisions of any share split, combination, recapitalization or other similar transaction in or s. 100 of the securities Securities Act (such compliance to be required for purposes of this Agreement notwithstanding that the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by Investor may not be subject to the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerSecurities Act).

Standstill. Except (a) So long as provided a Stockholder owns shares of Class B Stock, such Stockholder agrees that he, she or it shall not (in Section 2.3 belowhis, for her or its capacity as a period beginning on date of this Agreement and ending on the Expiration TimeStockholder), none unless previously consented to by each member of the Rollover Shareholder Board and the Stockholders holding at least a majority of the outstanding shares of Class B Stock, or otherwise permitted under this Agreement, effect, seek, offer or propose (whether publicly or otherwise) to effect, or announce any of its Affiliates shallintention to effect or cause or participate in or in any way assist, directly facilitate or indirectly: encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities thereof) of the Company or any subsidiary of its Subsidiaries (except through the proper exercise of purchase rights granted hereunder), or rights or options to acquire any securities (or beneficial ownership thereof), other than through: A. market-based purchases of up to an aggregate of two percent (2%) of issued and outstanding equity of the Company in any twelve (12) month period; B. the exercise or conversion of outstanding securities; or C. equity awards from the Company; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, mergermerger or other business combination involving the Company, any of the Subsidiaries or Affiliates or assets of the Company or the Subsidiaries or Affiliates constituting a significant portion of the consolidated assets of the Company and its Subsidiaries or Affiliates; (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any subsidiary thereofof its Subsidiaries or Affiliates; or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of a “proxiesproxy” (as such terms are used defined in Rule 14a-1 under the rules of the Securities and Exchange Commission of the United StatesAct) or written consents with respect to vote any voting securities of the Company or any subsidiary thereofof its Affiliates. (b) Each Stockholder further agrees that, or seek to advise or influence if at any person with respect to the voting time during such period, such Stockholder is approached by any Person seeking such Stockholder’s participation in a matter of any voting securities one of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing types addressed in this Section 2.2 or any other provision of this Agreement shall prohibit (a) 12, such Stockholder will promptly inform the Rollover Shareholder from acquiring securities Board of the Company as a result of any share split, combination, recapitalization or other similar transaction in or nature of the securities of matter and the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerparties involved.

Standstill. Except as provided in Section 2.3 below, for a period beginning on (a) From the date of this Agreement and ending on until the Expiration Time, none expiration of the Rollover Shareholder or any of its Affiliates shallStandstill Period (as defined herein), each Investor shall not, and shall cause their respective Affiliates, principals, directors, general partners, officers, employees and, to the extent acting on their behalf, agents and representatives (collectively, the “Related Persons”) not to, directly or indirectly: : (i) acquire, offer to acquire make any announcement or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inproposal with respect to, or direct offer, seek, propose, or indirect rights indicate an interest in (A) any form of business combination or acquisition or other transaction relating to acquire any beneficial ownership in, a material amount of assets or securities of the Company or any subsidiary thereof; of its subsidiaries, (iiB) make any public announcement (other than any disclosure on Schedules 13D form of restructuring, recapitalization or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) similar transaction with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving to the Company or any subsidiary thereof; of its subsidiaries, or (iiiC) seek any form of tender or propose exchange offer for the Common Stock, whether or not such transaction involves a Change of Control of the Company (it being understood that the foregoing shall not prohibit Investors or their Affiliates from acquiring Common Stock within the limitations set forth in Section 3(a)(iii)); (ii) engage in any solicitation of proxies or written consents to influence or control the management or policies vote any voting securities of the Company, make or conduct any nonbinding referendum with respect to any voting securities of the Company, or assist or participate in any way participateother way, directly or indirectly, in any “solicitation” solicitation of “proxies” proxies (as such terms are used in the rules of the Securities and Exchange Commission of the United Statesor written consents) with respect to vote any voting securities of the Company Company, or otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to vote any securities of the Company; (iii) purchase or otherwise acquire, or offer, seek, propose, or agree to acquire, ownership (including beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of shares of Common Stock of the Company, or any subsidiary thereofassets or liabilities of the Company; provided that the Investor Group, or in the aggregate, may acquire beneficial ownership of up to 10% of the outstanding shares of Common Stock; (iv) seek to advise advise, encourage, or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any voting securities of the Company; (v) sell, offer, or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any subsidiary thereof; rights decoupled from the underlying securities held by the Investor Group to any person or entity not (ivA) a Party to this Agreement, (B) a member of the Board, (C) an officer of the Company, or (D) an Affiliate of the Investor Group (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any, beneficial or other ownership interest representing in the aggregate in excess of 10% of the shares of Common Stock outstanding at such time; (vi) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing, or influencing the Board or management of the Company, including any plans or proposals to change the voting standard with respect to director elections, number or term of directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any material change in the capitalization, stock repurchase programs and practices, or dividend policy of the Company, (C) any other material change in the Company’s management, business, or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Restated Charter or Amended and Restated Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (vii) communicate with stockholders of the Company or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (viii) engage in any course of conduct with the purpose of causing stockholders of the Company to vote contrary to the recommendation of the Board on any matter presented to the Company’s stockholders for their vote at any meeting of the Company’s stockholders or by written consent; (ix) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Company’s Restated Charter or Amended and Restated Bylaws, including a “town hall meeting”; (x) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement or agreement solely among the Investors or any Affiliates thereof that is otherwise in accordance with this Agreement); (xi) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage, or take any other action with respect to the election or removal of any directors; (xii) form, join, become a member of or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock; provided, however, that nothing herein shall limit the ability of an Affiliate of the Investor Group to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound in writing by the terms and conditions of this Agreement and, if required under the Exchange Act, an Investor files a Schedule 13D within two business days disclosing that such Investor has formed a group with such Affiliate; (xiii) demand a copy of the Company’s list of stockholders or its other books and records or make any request under Section ▇▇-▇▇-▇▇▇ of the Tennessee Business Corporation Act; (xiv) commence, encourage, or support any derivative action in the name of the Company or any class action against the Company or any of its officers or directors, in connection each case with any the intent of circumventing the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision ofprovisions of this Section 3, or take any action challenging the validity or enforceability of any of the provisions of this Section 3; provided, however, that the foregoing shall not prevent any Investor from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or validity on behalf of, the Company against an Investor, or (C) responding to or complying with a validly issued legal process that neither the Investor Group nor any of their Affiliates initiated, encouraged or facilitated; (xv) make any request or submit any proposal to amend or waive the terms of this paragraph Section 3 other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party; (including xvi) disclose in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this sentence)Agreement that is inconsistent with the provisions of this Agreement; or (xvii) enter into any discussions, negotiations, agreements or understandings with any person or entity with respect to any action the Investors are prohibited from taking pursuant to this Section 3, or advise, assist, knowingly encourage or seek to persuade any person or entity to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 2.2 3 or elsewhere shall prohibit or restrict the Investor Group from: (A) communicating privately with the Board or any other provision officer or director of the Company, regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, subject in any case to any confidentiality obligations to the Company of any such director or officer and applicable law, rules or regulations, (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Investor Group or any of their respective Affiliates or Associates, provided that a breach by the Investor Group of this Agreement shall prohibit is not the cause of the applicable requirement, (aC) privately communicating to any of their potential investors or investors based on publicly available information regarding the Rollover Shareholder from acquiring securities Company, provided such communications are not in violation of applicable law, rules or regulations or (D) privately communicating to any shareholders of the Company as and others in a result manner that otherwise does not violate Sections 3 and 6 of this Agreement. (b) The provisions of this Section 3 shall not limit in any respect the actions of any share split, combination, recapitalization or other similar transaction in or of the securities director of the Company in his or her capacity as such, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its shareholders (it being understood and agreed that neither the Investors nor any of their Affiliates shall seek to do indirectly through the New Directors anything that would be prohibited if such share split, combination, recapitalization done by any of the Investors or other similar transaction has been duly approved by the Company, or their Affiliates). (bc) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.For purposes of this Agreement:

Standstill. Except Subject to the provisions of the sentence next following, the Investor agrees that for such period of time as provided in Section 2.3 below, for a period beginning on date it and its Affiliates beneficially own at least fifty percent (50%) of this Agreement and ending on the Expiration Timeoutstanding Preferred Shares, none of the Rollover Shareholder or Investor, Rothschild, any of their officers, members, partners, stockholders or subsidiaries and its Affiliates shall, directly or indirectly: shall (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or sell short, any beneficial ownership insecurities, or direct or indirect rights or options to acquire any beneficial ownership insecurities, or securities or instruments convertible into voting securities, of the Company, without the consent of the Company (provided, however, that the foregoing shall not prohibit the acquisition of securities of the Company or any subsidiary thereofas provided in Articles 2 and 3 of this Agreement); (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, 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 Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person or entity with respect to the any voting of any voting securities of the Company or any subsidiary thereofCompany; (ivc) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” (other than with the Other Rollover Shareholders (as defined below)) " within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company; (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any extraordinary transaction involving the Company or any of its Subsidiaries; (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other action, required by or from any regulatory agency with respect to an acquisition of the Company or any of its securities or assets; (f) otherwise act alone or in connection concert with others to seek to control the management, board of trustees or policies of the Company; or (g) propose any of the foregoing; foregoing unless and until such proposal is specifically invited by the Company. Based on the representations by Rothschild to the Company that Affiliates of Rothschild (which representation Rothschild hereby reaffirms) not under control of Rothschild and The Public Employees Retirement System of Ohio ("OPERS") have no access to any of the internal information or (v) files of Rothschild and receive no information, recommendations or advice from Rothschild, the Company agrees that the prohibitions of the preceding sentence shall not apply to any Affiliates of Rothschild that are not under the control of Rothschild and are engaged in the regular business of trading in publicly request the Other Rollover Shareholders traded securities or to amend or waive any provision ofOPERS, so long as such affiliates and OPERS have not received, or take been given access to, any action challenging of the enforceability Confidential Information and have not received any instructions, recommendations or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing advice pertaining to an investment in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities control of the Company as a result of from any share split, combination, recapitalization or other similar transaction in or party having access to any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerConfidential Information.

Standstill. Except as provided in Section 2.3 below, for a During the period beginning on the first date the Company’s shares of this Agreement Common Stock commence trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace (a “Stock Exchange”) approved the Board and ending on the Expiration Timeearlier of (x) the one (1) year anniversary thereof and (y) a Fall-Away Event (such period, none of the Rollover Shareholder or “Standstill Period”), neither Amgen nor any of its controlled Affiliates shall, directly or indirectly: , without the prior written consent of a majority of the members of the Board who are not affiliated with Amgen: (a) effect, offer or propose (whether publicly or otherwise) to effect, or publicly announce any intention to effect or cause: (i) acquire, offer to acquire any acquisition of shares of Common Stock or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities acquisition of the Company right to direct the voting or disposition of shares of Common Stock, if after giving effect to such acquisition Amgen or any subsidiary thereof; of Affiliates own a number of shares of Common Stock in excess of the Standstill Cap (as defined below), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions pursuant to any agreement, arrangement or understanding; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Mergerx) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, (y) merger, consolidation, business combination, or (z) sale of substantially all of the assets of the Company (in the case of clauses (x) and (y) that would result in Amgen owning a number of shares of Common Stock in excess of the Standstill Cap); (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any subsidiary thereof; of its subsidiaries; (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules Regulation 14A of the Securities and Exchange Commission of the United StatesAct) or consents to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise become a “participant” in any “election contest” (as such terms are defined in Rule 14a- l 1 of the Exchange Act) or influence propose, or solicit stockholders of the Company for the approval of, any person stockholder proposals with respect to the voting Company; (c) with the actual knowledge of the Amgen’s executive officers, enter into any voting securities substantive discussions or arrangements with any third party with respect to any of the foregoing; provided that, in relation to prohibited actions in Sections 7(b)(ii) or (b)(iii) that have been committed without the actual knowledge of the Amgen’s executive officers, Amgen shall promptly terminate and unwind such actions upon written request of the Company; or (d) publicly disclose any intention, plan or arrangement regarding any of the matters referred to in this Section 7 (unless legally obligated to do so); provided that, that nothing in this Section 7 is intended to (X) restrict Amgen’s right to vote its shares of capital stock or otherwise in its discretion on matters brought to a vote of the stockholders of the Company, or (Y) restrict the act1v1t1es of Amgen or the discussions among the representatives of the Company and Amgen, in each case, as contemplated by the Collaboration Agreements. For purposes of this Letter Agreement, “Standstill Cap” means, during the Standstill Period, the number shares of voting capital stock of the Company which is less than or equal to 24.5% of the total outstanding shares of the Company. For the avoidance of doubt, the Standstill Cap shall only apply during the Standstill Period. The provisions of this Section 7 shall be inoperative and of no force or effect with respect to Amgen and its Affiliates if (i) any subsidiary thereof; (iv) form, join, become a member of other person or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act) shall have entered into a definitive agreement with the Company for a transaction that, in connection with any after consummation thereof, the stockholders of the foregoing; Company cease to own seventy-five percent (75%) or more of the total voting power (v) publicly request the Other Rollover Shareholders without giving effect to amend or waive any provision ofoverlapping shareholdings), or take any action challenging seventy-five percent (75%) or more of the enforceability or validity ofconsolidated total assets, this paragraph (including this sentence). For of the avoidance of doubt, nothing in this Section 2.2 Company or any successor entity or parent entity or resulting entity, (ii) a tender or exchange offer is made by any other provision person or group to acquire fifty percent (50%) or more of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring outstanding voting securities of the Company as a result and the Board fails to recommend to its stockholders rejection of such tender or exchange offer within ten (10) business days of commencement thereof or recommends acceptance of such tender or exchange offer, (iii) the Company issues to any share splitperson or group, combinationor any person or group acquires or comes to own, recapitalization in each case, securities representing fifty percent (50%) or other similar transaction in or more of the securities total voting power of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, (iv) the Company publicly announces that it has commenced a formal process to explore strategic alternatives, (v) the Board (or any duly constituted committee) shall have determined in good faith, after consultation with outside legal counsel, that the failure to waive, limit, amend or otherwise modify the “standstill” or similar provisions the Company has agreed to with any other person or group, would be reasonably likely to be inconsistent with the fiduciary duties of the Company’s directors under applicable law, or (bvi) Parent the Company enters into a voluntary or involuntary bankruptcy or insolvency process (any such event, a “Fall-Away Event”). Nothing in this Section 7 shall prohibit Amgen from communicating with the Company (including the Board, management or their designated representatives) for a non-public proposal regarding a transaction or an amendment or waiver of Section 6 in such a manner as would not reasonably be expected to require public disclosure thereof under applicable law (for clarity, the contents, subject and Merger Sub from entering into existence of any such communication shall constitute “Confidential Information” under that certain Confidential Disclosure Agreement between Amgen and the Merger Agreement and consummating the MergerCompany dated March 5, 2020, as amended).

Standstill. Except as provided in Section 2.3 belowSubject to the provisions of the sentence next following, for a period beginning on the Investor agrees that until the one year anniversary of the date of this Agreement and ending on the Expiration TimeAgreement, none of the Rollover Shareholder or Investor, Rothschild, any of their officers, members, partners, stockholders or subsidiaries and its Affiliates shall, directly or indirectly: shall (ia) acquire, offer to acquire acquire, or agree to acquire, directly or Investment Agreement 28 indirectly, by purchase or otherwise, or sell short, any beneficial ownership insecurities, or direct or indirect rights or options to acquire any beneficial ownership insecurities, direct or indirect rights or options to acquire any securities, or securities or instruments convertible into voting securities, of the Company; provided, however, that the foregoing shall not prohibit the acquisition of securities of the Company or any subsidiary thereof; in an amount that does not exceed the Ownership Limit, as defined in the Charter, (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, 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 Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person or entity with respect to the any voting of any voting securities of the Company or any subsidiary thereof; Company, (ivc) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” (other than with the Other Rollover Shareholders (as defined below)) " within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company, (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any extraordinary transaction involving the Company or any of its Subsidiaries, (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other action, required by or from any regulatory agency with respect to an acquisition of the Company or any of its securities or assets, (f) otherwise act alone or in connection concert with others to seek to control the management, board of directors or policies of the Company; or (g) propose any of the foregoing; foregoing unless and until such proposal is specifically invited by the Company. Based on the representations of Rothschild to the Company that Affiliates of Rothschild (which representation Rothschild hereby reaffirms) not under control of Rothschild have no access to any of the internal information or (v) publicly request files of Rothschild and receive no information, recommendations or advice from Rothschild, the Other Rollover Shareholders Company agrees that the prohibitions of the preceding sentence shall not apply to amend or waive any provision ofAffiliates of Rothschild that are not under the control of Rothschild and are engaged in the regular business of trading in publicly-traded securities, so long as such affiliates have not received, or take been given access to, any action challenging of the enforceability Confidential Information and have not received any instructions, recommendations or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing advice pertaining to an investment in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities control of the Company as a result of from any share split, combination, recapitalization or other similar transaction in or party having access to any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerConfidential Information.

Standstill. Except SpinCo agrees that during the Restrictive Period, except as provided in Section 2.3 below, for a period beginning on date of permitted by this Agreement and ending on or with the Expiration Time, none prior written consent of the Rollover Shareholder or independent directors of the Company Board, neither SpinCo nor any of its Affiliates shallwill, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities and SpinCo will cause each of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect its Affiliates not to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” manner: (a) Other than as a result of “proxies” any stock split, stock dividend or distribution or similar involuntary transaction, purchase or otherwise acquire (as such terms are used or agree to acquire, propose or offer to acquire, or facilitate the acquisition of) legal or Beneficial Ownership of (i) any Company Common Stock in the rules excess of the ownership threshold then applicable to the Stockholder Group, (ii) any other Company Securities and Exchange Commission or (iii) any Derivative Instruments of the United StatesCompany; (b) to vote solicit proxies or written consents of stockholders with respect to, or from the holders of, any voting securities Voting Securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) formmake, join, become a member of or in any way participate in, any solicitation of any proxy, consent or other authority to vote any Voting Securities of the Company, with respect to the election of directors that have not been approved and recommended by the independent directors of the Company or any other matter that has not been approved and recommended by the Company, otherwise conduct any nonbinding referendum with respect to the Company, or become a participant in, or seek to advise or encourage any person in, any proxy contest or any solicitation with respect to the Company not approved and recommended by the independent directors of the Company, including relating to the removal or the election of directors; (c) form, join or in any other way participate in a Group with respect to any securities of the Company, or otherwise advise, encourage or participate in any effort by a third party with respect to the formation matters set forth in clause (b) above; (d) deposit any Voting Securities in a voting trust or similar contract, arrangement or agreement or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement, or grant any proxy with respect to any Voting Securities, in each case, other than (i) any proxy granted to the Company or a Person specified by the Company in a proxy card (paper or electronic) provided to stockholders of the Company by or on behalf of the Company or the Company Board or (ii) pursuant to any bona fide pledging, margin loan or similar agreement or arrangement with a bona fide financing institution so long as SpinCo retains the sole voting control over the right to vote such shares in the absence of a foreclosure thereunder; (e) call, or publicly request the call of, a “group” special meeting of the stockholders of the Company, make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company, or initiate or propose any action by written consent of the stockholders of the Company; (f) seek representation on the Company Board or the removal of any director from the Company Board or propose or request to, or otherwise act, alone or in concert with others, to seek to, change or influence the management, Company Board, governance structure, policies (including dividend policies), capitalization, corporate structure or organizational documents of the Company; (g) solicit, effect, publicly offer or propose to effect, or cause, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with the Company’s capital raising activities), dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving the Company or any of its Subsidiaries; (h) make or issue, or cause to be made or issued, any public disclosure, statement, comment or announcement, including the filing or furnishing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist or analyst or the press or media (including social media), in support of any solicitation described in clause (b) above; (i) contest the validity or enforceability of the agreements contained in this Section 2.5 (including this clause (i)); (j) take any action which could reasonably be expected to cause or require the Company to make a public announcement, disclosure or filing regarding any of the foregoing, or publicly request to amend, waive or terminate any provision of this Section 2.5; (k) enter into any agreement, arrangement or understanding with respect to any of the foregoing; or (l) advise, assist, encourage or (v) publicly request the Other Rollover Shareholders seek to amend or waive any provision of, or persuade others to take any action challenging with respect to any of the enforceability or validity of, this paragraph (including this sentence). For foregoing; it being understood and agreed that the avoidance foregoing shall not limit the activities of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities director of the Company taken in good faith in his or her capacity as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerdirector.

Standstill. Except Each H&Q Party agrees that except as provided in Section 2.3 belowcontemplated by this Agreement, for a period beginning on date of this Agreement and ending on without the Expiration Time, none prior written consent of the Rollover Shareholder or any Company, it shall not, during the period from the date hereof until expiration of its Affiliates shallthe Third Call Exercise Period (the “Standstill Period”), directly or indirectly: : (ia) acquire, offer to acquire or agree agree, offer, seek or propose to acquire, directly or indirectlycause to be acquired, by purchase or otherwiseownership (including, any but not limited to, beneficial ownership inas defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities businesses of the Company or any subsidiary thereof; securities of the Company (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toincluding, or submit a proposal for or offer of (with or without conditions)limitation, any tender debt, equity or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company convertible securities) or any subsidiary thereof; rights or options to acquire any such ownership from any Person; (iiib) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofconsents, or seek to advise or influence in any person manner whatsoever any Person with respect to the voting of any voting securities of any of the Company or any subsidiary thereof; Company; (ivc) form, join, become or in any way participate in a member “group” (within the meaning of Section 13d(3) of the Exchange Act) with respect to any voting securities of the Company, except that each H&Q Party shall be permitted to participate in the group, that filed the Schedule 13D for the purpose of complying with the terms of this Agreement; (d) arrange, or in any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into exercisable for any voting securities or assets of the Company; (e) otherwise act, whether alone or in concert with others, to seek to propose to the Company, or any of its officers, directors, employees or stockholders, any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or otherwise encourage act, whether alone or in concert with others, to seek to control, change or influence the formation ofmanagement, shareholders, Board of Directors, or policies of the Company, or nominate any Person as a “group” director of the Company; (f) solicit, negotiate with, or provide any information to, any Person with respect to a merger, business combination, exchange offer or liquidation involving the Company or any other acquisition of the Company, any acquisition of securities of or all or any portion of the assets of the Company or any other similar transaction; (g) make any proposal to be considered and/or voted upon at any meeting the stockholders of the Company, or discuss or communicate with respect to any matter related to the business and affairs of the Company with the stockholders (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3any H&Q Party) of the Exchange ActCompany; (h) announce an intention to, in connection or enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing matters; (i) disclose any intention, plan or arrangement inconsistent with any of the foregoingforegoing provisions; or (j) advise, assist, encourage or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or participate with any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities Person in connection with action inconsistent with any of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerforegoing provisions.

Standstill. Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder Shareholders or any of its their respective Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Forms 3, 4 or 5 or Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Mergerthereunder) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other other Rollover Shareholders (as defined below)Shareholders) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the any Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for (a) For a period beginning on date of this Agreement commencing from and after the Closing and ending on the Expiration Time, none first anniversary of the Rollover Shareholder date of this Agreement, the Seller shall not, without the prior written consent of the Company or any its board of its Affiliates shall, directly or indirectlydirectors: (i) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, voting securities or direct or indirect rights to acquire any beneficial ownership in, voting securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for any successor to or offer person in control of (with the Company, or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving assets of the Company or any subsidiary thereofor division thereof or any such successor or controlling person; (iiiii) seek or propose to influence or control the management or policies of the Companymake, 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 Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereofSEC), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any subsidiary thereofof its securities or assets; (iv) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, Act in connection with any of the foregoingforgoing; (v) otherwise act or seek to control or influence the management, board of directors or policies of the Company; (vi) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (i) through (v) above; or (vvii) publicly request the Other Rollover Shareholders Company or any of its Representatives, directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 3.4. (b) Seller hereby represents and warrants to the Company as of the Closing Date it has no subsidiaries or any other provision of this Agreement shall prohibit controlled affiliates. Should within the period referred to in clause (a) above the Rollover Shareholder from acquiring securities Seller have a subsidiary or controlled affiliate, the Seller shall cause each such subsidiary or controlled affiliate to comply with the provisions of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or clause (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergera).

Standstill. Except (a) For so long as provided in Section 2.3 belowthe Purchaser Beneficially Owns Shares representing at least twenty five percent (25%), for a period beginning on date of this Agreement and ending on the Expiration Timean as-converted basis, none of the Rollover Shareholder or any Shares issued to the Purchaser pursuant to this Agreement, on an as-converted basis, without the prior written consent of the Company, the Purchaser shall not, and shall cause its Affiliates shallnot to, directly or indirectly: : (i1) acquire, offer to acquire or agree or make a proposal to acquireacquire Beneficial Ownership of Common Stock or any Derivative Instruments with respect to Common Stock, except pursuant to share splits, reverse share splits, share dividends or distributions, or combinations or any similar recapitalizations on or after the date hereof or offerings made available to holders of Common Stock generally on a pro rata basis including; (2) effect or seek, offer or propose to effect, or announce any intention to effect or cause or participate in (A) any acquisition of any securities (or beneficial ownership thereof) or material assets of the Company or any of its Affiliates, including rights or options to acquire such ownership, in connection with any “change of control” of the Company; (B) initiate or propose any merger, tender offer, business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change of control of, the Company or any of its Subsidiaries; (C) any shareholder proposal (including any precatory proposal) to be considered by the stockholders of the Company, or take any action to nominate any person for membership on the Board of Directors, or take any action to remove any director (other than the Purchaser Board Representative) from the Board of Directors of the Company or to change the composition of the board of directors of the Company or (D) make, or in any way participate in, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereofvote, or seek to advise or influence any person with respect to the voting of, Shares, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to Common Stock; provided that the foregoing shall not restrict the Purchaser’s right to vote its Common Stock in its sole discretion; (3) deposit any Common Stock into a voting trust or subject Common Stock to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having a similar effect (other than a proxy provided to the management of the Company in connection with an annual or special meeting of shareholders); (4) initiate or propose a call for any voting special meeting of the Company’s shareholders; (5) otherwise act, alone or in concert with others, to seek or propose to influence, advise, change or control the management, Board of Directors, governing instruments or policies of the Company or any of its Subsidiaries; (6) propose, or agree to, or enter into any discussions, negotiations or arrangements with, or provide any confidential information to, any third party with respect to any of the foregoing; (7) form, join or in any way participate in any “group” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; (8) disclose any intention, plan, proposal or arrangement inconsistent with any of the foregoing; (9) advise, assist, knowingly encourage or direct any other person to do any of the foregoing, or act as a financing source for or otherwise invest in any person in connection with such person doing any of the foregoing; (10) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of a transaction with you or any of your affiliates or any of the other events described in this paragraph; or (11) take any action challenging the validity or (v) publicly enforceability of this paragraph, or request the Other Rollover Shareholders Company amend or waive any provision of this paragraph (including this clause (11)), provided, that the Purchaser may make confidential requests to the Company to amend or waive any provision of, or take any action challenging of the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing limitations set forth in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of 5.4(a), which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require the public disclosure thereof by any person. (b) The prohibition in Section 5.4(a)(1) shall not apply in connection with acquisitions made as a result of any a share split, combinationshare dividend, recapitalization or other similar transaction in or of the securities of the Company if such share splitreorganization, recapitalization, reclassification, combination, recapitalization exchange of shares or other similar transaction has been duly approved by like change and shall not restrict (1) the Companyability of the Purchaser Board Representative to vote or from otherwise exercising his or her fiduciary duties, (2) the Purchaser’s ability to vote, Transfer, convert or (b) Parent and Merger Sub from entering into otherwise exercise rights under its Shares subject to the Merger Agreement and consummating the Mergerexpress obligations hereof.

Standstill. Except as provided in Section 2.3 belowThe Purchaser Parties agree that, for a period beginning until the later of (i) 90 days after the first day on date of this Agreement and ending which no Purchaser Designee serves on the Expiration Time, none Board and the Purchaser has no rights (or has irrevocably waived its right) under Section 4.05 (except for Section 4.05(f)) and (ii) the expiration of the Rollover Shareholder or any Lock-Up Period, without the prior written approval of its Affiliates shallthe Board, the Purchaser Parties will not, directly or indirectly: , and will cause their Affiliates not to: (ia) acquire, offer or seek to acquire, agree to acquire or agree make a proposal to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, equity securities or direct or indirect rights to acquire any beneficial ownership in, equity securities of the Company Company, any securities convertible into or exchangeable for any subsidiary thereof; such equity securities, any options or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock; (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to vote in favor of the Proposals (as defined in the Merger Agreement) related to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies consummation of the CompanyTransactions, make or in any way participate, directly encourage or indirectly, participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the rules of the Securities and Exchange Commission of the United States) Commission, to vote vote, or knowingly seek to advise or influence any Person with respect to voting of, any voting securities of the Company or any subsidiary thereofof its Subsidiaries, or call or seek to call a meeting of the Company’s stockholders or initiate any stockholder proposal for action by the Company’s stockholders, or seek election to advise or influence to place a representative on the Board or seek the removal of any person director from the Board; (c) make any public announcement with respect to to, or offer, seek, propose or indicate an interest in (in each case with or without conditions), any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization or purchase of more than 50% of the voting of any voting assets, properties or securities of the Company or any subsidiary thereof; Subsidiary of the Company, or any other extraordinary transaction involving the Company or any Subsidiary of the Company or any of their respective securities, or enter into any discussions, negotiations, arrangements, understandings or agreements (ivwhether written or oral) formwith any other Person regarding any of the foregoing; (d) otherwise act, joinalone or in concert with others, become to seek to control or influence, in any manner, the management, board of directors or policies of the Company or any of its Subsidiaries; (e) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing; (f) advise, assist, knowingly encourage or direct any Person to do, or to advise, assist, knowingly encourage or direct any other Person to do, any of the foregoing; (g) take any action that would require the Company to make a member public announcement regarding the possibility of a transaction or any of the events described in this Section 4.04; (h) enter into any agreements, arrangements or understandings with any third party (including security holders of the Company, but excluding, for the avoidance of doubt, any Purchaser Parties) with respect to any of the foregoing, including forming, joining or in any way participate in, or otherwise encourage the formation of, participating in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, ) with any third party in connection with any of the foregoing; or ; (vi) publicly request the Other Rollover Shareholders Company or any of its Representatives, directly or indirectly, to amend or waive any provision ofof this Section 4.04; provided that this clause shall not prohibit the Purchaser from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 4.04, which the Company may accept or reject in its sole discretion, so long as any such request is made in a manner that does not require public disclosure thereof by any Person; or (j) contest the validity of this Section 4.04 or make, initiate, take or participate in any action challenging the enforceability demand, suit, action, proceeding, investigation or validity ofarbitration (legal or otherwise) or proposal to amend, waive or terminate any provision of this paragraph (including this sentence). For the avoidance of doubtSection 4.04; provided, however, that nothing in this Section 2.2 or any other provision of this Agreement shall prohibit 4.04 will limit (a1) the Rollover Shareholder from acquiring Purchaser Parties’ ability to (i) vote, including in a manner consistent with the Purchaser’s obligations under the Support Agreement, (ii) participate in rights offerings made by the Company to all holders of its Common Stock, (iii) receive any dividends or similar distributions with respect to any securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved held by the CompanyPurchaser Parties, (iv) tender shares of Common Stock into any tender or exchange offer, or (bv) Parent and Merger Sub from entering into otherwise exercise rights under its Common Stock that are not the Merger Agreement and consummating subject of this Section 4.04 or (2) the Mergerability of any Purchaser Director to vote or otherwise exercise his or her legal duties or otherwise act in his or her capacity as a member of the Board.

Standstill. Except as provided in Section 2.3 below, for a period beginning on From the date of this Agreement and ending on until the Expiration TimeDate (as defined below) or until such earlier time as the restrictions in this Section 2(c) terminate as provided herein (such period, none of the Rollover Shareholder or any of its “Cooperation Period”), the ▇▇▇▇▇▇▇ Parties will not, and will cause their controlling and controlled Affiliates shalland their respective Representatives acting on their behalf (together with the ▇▇▇▇▇▇▇ Parties, the “Restricted Persons”), not to, directly or indirectly: , without prior written invitation or authorization by the Company or the Board: (i) engage in, directly or indirectly, any “solicitation” (as such term is defined under the Exchange Act) of proxies or consents with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies or consents; (ii) knowingly encourage or advise any Third Party or knowingly assist any Third Party in encouraging or advising any other person (A) with respect to the giving or withholding of any proxy or consent relating to, or other authority to vote, any Voting Securities, or (B) in conducting any type of referendum relating to the Company (other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter); (iii) form, join or act in concert with any “group” as defined pursuant to Section 13(d) of the Exchange Act with respect to any Voting Securities, other than solely with Affiliates of the ▇▇▇▇▇▇▇ Parties with respect to Voting Securities now or hereafter owned by them; (iv) acquire, or offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, or direct any Third Party in the acquisition of, any Voting Securities, or engage in any swap or hedging transactions or other derivative agreements of any nature with respect to Voting Securities, in each case, if such acquisition, offer, agreement or transaction would result in the ▇▇▇▇▇▇▇ Parties (together with their Affiliates) having beneficial ownership of, or aggregate economic exposure to, more than 9.9% of the shares of Company Common Stock outstanding at such time; (v) make, or in any way participate in, any offer or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) proposal with respect to, or submit a proposal for or offer of (with or without conditions), to any tender or offer, exchange offer, merger, consolidation, acquisition, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other similar extraordinary transaction involving the Company or any subsidiary thereofof its subsidiaries or any of its or their respective securities or assets (for avoidance of doubt, including any Merger Transaction) (each, an “Extraordinary Transaction”), either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing will not restrict the Restricted Persons from tendering shares, receiving payment for shares or otherwise participating in any Extraordinary Transaction initiated by a Third Party on the same basis as other shareholders of the Company); (vi) make any public proposal with respect to any material change in the capitalization, stock repurchase programs, dividend policy, management, business, strategy or corporate structure of the Company or any of its subsidiaries, except for such statements that are consistent with the Press Release (as defined below) or the provisions of this Agreement; (vii) enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement, in each case other than (A) this Agreement, (B) solely with Affiliates of the ▇▇▇▇▇▇▇ Parties or (C) granting proxies in solicitations approved by the Board; (viii) (A) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board (including, for the avoidance of doubt, by making a change to the size of the Board or proposing to fill any vacancies on the Board), except as set forth in this Agreement, (B) make or be the proponent of any shareholder proposal to the Company, (C) seek, alone or in concert with others, the removal of any member of the Board, (D) call or seek to call, alone or in concert with others, a special meeting of shareholders of the Company or (E) conduct a referendum of shareholders of the Company; provided that nothing in this Agreement will prevent the ▇▇▇▇▇▇▇ Parties or their Affiliates from taking actions in furtherance of identifying any Replacement New Director; (ix) institute, solicit or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing will not prevent any Restricted Person from (A) bringing litigation to enforce any provision of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement or (D) exercising statutory appraisal rights; (x) make any request for books and records of the Company or any of its subsidiaries under Section 351.215 of the General and Business Corporation Law of Missouri, or other statutory or regulatory provisions providing for shareholder access to books and records; (xi) enter into any negotiations, agreements or understandings with any Third Party to take any action that any of the Restricted Persons are prohibited from taking pursuant to this Section 2(c); (xii) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index, exchange traded fund, benchmark or other basket of securities) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company and would, in the aggregate or individually, result in the ▇▇▇▇▇▇▇ Parties (together with their Affiliates) ceasing to have a net long position (as defined in Rule 14e-4 under the Exchange Act) in the Company; or (xiii) make any request or submit any proposal to amend or waive the terms of this Agreement, in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal by the Company or any of the Restricted Persons; provided that the restrictions in this Section 2(c) will terminate automatically upon the earliest of: (i) as a nonexclusive remedy for any material breach of this Agreement by the Company (including its failure to appoint a New Director or a Replacement New Director to the Board or any committee in accordance with Section 1), upon five (5) business days’ written notice by any of the ▇▇▇▇▇▇▇ Parties to the Company if such breach has not been cured within such notice period, provided that none of the ▇▇▇▇▇▇▇ Parties are in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (ii) the Company’s entry into (x) a definitive agreement providing for an Extraordinary Transaction that would result in the acquisition by any person of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company during the Cooperation Period, (y) one or more definitive agreements providing for the acquisition by the Company of one or more businesses or assets (other than rate base assets in the Company’s existing regulatory jurisdictions, including utility-scale energy projects) having an aggregate value exceeding 20% of the aggregate enterprise value of the Company during the Cooperation Period or (z) one or more definitive agreements providing for a transaction or series of transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 5.0% of the Company’s equity or equity equivalent securities (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period; (iii) seek the commencement of any tender or propose exchange offer (by any person other than the ▇▇▇▇▇▇▇ Parties or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or any amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (provided that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to influence Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or control exchange offer); (iv) such time as the management Company files with the SEC or policies delivers to its shareholders any preliminary proxy statement, definitive proxy statement or proxy card in connection with the 2020 Annual Meeting that does not nominate and/or recommend the election of the New Directors, in each case to the extent required by this Agreement, or otherwise is inconsistent with the terms of this Agreement; (v) such time as the Company, directly or indirectly through its Affiliates or its employees or through its counsel, regulatory advisors or lobbyists acting on behalf of the Company, make makes any public statement (or any private statement to a governmental or regulatory official having jurisdiction over the Company) with respect to the Strategic Review & Operations Committee, including its mandate or responsibilities as described in the Committee Charter or the Press Release, that is inconsistent with the Committee Charter or the Press Release and could reasonably be expected to negatively impact in a material respect the Company’s ability to pursue a Merger Transaction or a Modified Standalone Plan; (vi) such time as any New Director resigns from, or otherwise ceases to be a member of, the Strategic Review & Operations Committee following such New Director’s determination that the Company and/or the Board has failed to abide by the Committee Charter in any way participatematerial respect, provided that such New Director communicated such determination to the Board in writing at least three (3) business days in advance of such resignation and the matter underlying such determination remained uncured at the time of such resignation; and (vii) the adoption by the Board of any amendment to the Articles or the Bylaws, each as in effect on the date hereof, that would reasonably be expected to impair the ability of a shareholder to submit nominations of individuals for election to the Board or shareholder proposals in connection with any shareholder meeting to be held after the 2020 Annual Meeting. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including but not limited to the restrictions in this Section 2(c)) will prohibit or restrict any of the Restricted Persons from (A) making any public or private statement or announcement with respect to any Extraordinary Transaction that is publicly announced by the Company or a Third Party, (B) making any factual statement to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over such person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by any Restricted Person), (C) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable, or (D) negotiating, evaluating and/or trading, directly or indirectly, in any “solicitation” index, exchange traded fund, benchmark or other basket of “proxies” (as such terms are used in securities which may contain or otherwise reflect the rules of the Securities and Exchange Commission of the United States) to vote performance of, any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided Notwithstanding anything to the contrary in Section 2.3 belowthe Agreement of Limited Partnership or the Supplemental Terms Annex, for a during the period beginning commencing on the date of this Agreement and ending on the Expiration TimeTermination Date, none of the Rollover Shareholder or Unitholder covenants to the Partnership that neither the Unitholder nor any of its Affiliates shall, directly or indirectly: : (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, securities or direct or indirect rights to acquire any beneficial ownership in, securities of the Company Partnership or any subsidiary thereofthereof if after such acquisition, the Unitholder, together with its Affiliates, would own [11]% or more of the Common Units (including the Preferred Units on an as-converted basis) or voting power of the Partnership; (ii) make provided that any public announcement (other than investment by Unitholder or its Affiliates in passive investment vehicles that hold interests in securities of the Partnership or any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder of its subsidiaries shall not be taken into account for the purpose of pursuing this Section 3(a); provided, further that nothing in this Section 3(a) shall restrict the MergerUnitholder or its Affiliates from (i) with respect toconverting, or submit a proposal for or offer of (with or without conditions)electing to convert, any tender of its Preferred Units into Common Units in accordance with the terms and conditions set forth in the Agreement of Limited Partnership and the Supplemental Terms Annex or exchange offer(ii) selling, mergertransferring, recapitalizationor otherwise disposing of any Common Units held by the Unitholder or its Affiliates, reorganization, business combination including (A) Common Units held by the Unitholder or other extraordinary transaction involving its Affiliates following the Company conversion of Preferred Units to Common Units as contemplated in subclause (i) and (B) Common Units held by the Unitholder or its Affiliates in compliance with the ownership limitations set forth in this Section 3(a) (any securities of the Partnership or any subsidiary thereof; thereof acquired by the Unitholder in compliance with this Section 3(a), the “Acquired Securities”); (iiib) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United StatesCommission) to vote any voting securities of the Company or any subsidiary thereofvote, or seek to advise or influence any person Person with respect to the voting of of, any voting securities of the Company Partnership or its subsidiaries; (c) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any (i) merger, consolidation, business combination, tender or exchange offer, restructuring or recapitalization involving the Partnership or any subsidiary thereof; of its subsidiaries or (ivii) subject to Section 3(a), acquisition of any of the securities or all or substantially all of the assets of the Partnership or any of its subsidiaries; (d) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Securities Exchange Act) in connection with any voting securities of the Partnership or its subsidiaries; (e) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Partnership; or (f) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, assist or knowingly encourage, any other Persons in connection with any of the foregoing; or (v) publicly request provided that, it is understood and agreed that the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision terms of this Agreement shall prohibit Agreement, including the foregoing clauses (a) through (f) above, shall not prohibit or otherwise limit the Rollover Shareholder Unitholder or its Affiliates from acquiring securities (x) privately communicating with, including making a confidential proposal regarding a possible transaction directly to, or requesting a waiver of any of the Company as a result foregoing provisions of any share splitthis Section 3 from, combination, recapitalization or other similar transaction in or the Board of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, Directors or (by) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergereffecting any transfer which is otherwise permitted under Section 4.

Standstill. Except as provided in Section 2.3 below, for a For the period beginning (the “Standstill Period”) commencing on the date of this Agreement hereof and ending on the Expiration Timeearlier of: (i) the date which is six months from the date of this Agreement; and (ii) the date a person not affiliated with Purchaser or its associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) acquires, none announces an intention to acquire or proposes to acquire in an transaction described in clauses (a) through (j) below not approved by the Board of Directors of the Rollover Shareholder Company; Purchaser will not, and will cause its associates (as such term is defined under the Exchange Act) and its affiliates whom it controls (as such term is defined under the Exchange Act) not to, unless expressly requested in writing, in advance, by the Company or any of its Affiliates shallpursuant to a written agreement with the Company, directly or indirectly: , in any manner whatsoever: (ia) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to acquire sell or donate or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, gift or otherwise, any beneficial ownership in, record or direct or indirect rights to acquire any beneficial ownership in, interest in any securities or any assets of the Company or any subsidiary thereof; direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company (iian “Acquisition”), if such Acquisition would cause Purchaser to beneficially own 10% or more of the voting equity securities of the Company; (b) make make, propose to make, or participate in any public announcement merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company; (c) solicit, make, effect, initiate, cause or, in any way participate in (other than any disclosure on Schedules 13D or 13G by granting a proxy to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditionsmanagement representatives), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used defined in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the United StatesExchange Act) or consents from any holders of any securities of the Company; (d) call or seek to vote have called any voting securities meeting of the stockholders of the Company or any subsidiary thereof, thereof or seek or act, alone or in concert with others, to advise or influence in any manner whatsoever, any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereof; Company; (ive) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, a any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the record or beneficial ownership of any securities of the Company; (f) arrange, facilitate, or in any way participate, directly or indirectly, in connection any financing for the purchase by any person in a transaction not approved by the Board of Directors of the Company of any securities or assets of the Company or any of its subsidiaries; (g) (1) act, directly, or indirectly, to seek to control, advise, direct or influence the management, Board of Directors (including any individual members thereof), stockholders, policies or affairs of the Company or any subsidiary thereof; provided, however, that nothing contained herein shall prevent Purchaser from freely communicating privately with management and the directors Purchaser’s observations, recommendations and preferences with respect to the Company, its operations and policies; or (2) disclose an intent, purpose, plan or proposal with respect to the Company or any subsidiary thereof inconsistent with the provisions of this letter agreement, including, without limitation, any intent, purpose or plan that requires the Company to waive the benefit of or amend any provision of this letter agreement; (h) take any action which might require the Company to make a public announcement regarding any matter of the types set forth in clauses (a) through (g) of this Section 6.1; (i) agree or offer to take, or encourage (other than by granting a proxy to management representatives) or propose (publicly or privately) the taking of, or announce an intention to take, any action referred to in clauses (a) through (g), inclusive, of this Section 6.1; (j) assist, induce or encourage (other than by granting a proxy to management representatives), or enter into discussions, negotiations, arrangements or understandings with, any person to take any action of the type referred to in clauses (a) through (i), inclusive, of this Section 6.1. The expiration of the Standstill Period shall not terminate or otherwise affect any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision provisions of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerletter agreement.

Standstill. Except as provided Following the Closing and until the Standstill Termination, the Purchaser agrees that, unless specifically invited in Section 2.3 belowwriting by the Company, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or neither it nor any of its Affiliates shallAffiliates, will in any manner, directly or indirectly: : (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, thereof) or direct all or indirect rights to acquire any beneficial ownership in, securities substantially all of the assets of the Company or any subsidiary thereofof its Subsidiaries; provided, however, that the Purchaser may acquire without the prior consent of the Company up to an additional number of shares of the Company’s Common Stock equal to ten percent (10%) of such shares outstanding as of the date of this Agreement, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries, (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose other extraordinary transaction with respect to influence the Company or control the management or policies any of the Companyits Subsidiaries, make or in any way participate, directly or indirectly, in or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; Company; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under the ▇▇▇▇ ▇▇▇) within with respect to the meaning of Section 13(d)(3) securities of the Exchange ActCompany; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the Company or its securities or assets; (d) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (e) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowThe Stockholder agrees that, for a during the period beginning commencing on the date of this Agreement hereof and ending on the Expiration TimeTermination Date, none of neither the Rollover Shareholder or Stockholder nor any of its Affiliates shallwill in any manner, directly or indirectly: indirectly (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities additional shares of Common Stock of the Company or any subsidiary thereof; rights to purchase such shares of Common Stock of the Company, (ii) make effect, seek, offer or propose to effect any public announcement acquisition of any securities or assets of the Company (other than any disclosure on Schedules 13D or 13G to except as permitted in the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of foregoing clause (with or without conditionsi)), any tender or exchange offer, merger, recapitalizationbusiness combination, reorganization, business combination recapitalization or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek solicitation of proxies or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) consents to vote any voting securities of the Company Company, (iii) form, join or in any subsidiary thereof, or seek to advise or influence any person way participate in a “group” (as defined in the Exchange Act) with respect to the voting of any voting securities of the Company (it being understood that the execution of the Purchase Agreement or any subsidiary thereof; this Agreement shall not constitute a violation of this clause (iii)), (iv) form, join, become a member of solicit or participate in any way participate insolicitation of proxies relating to the election of directors of the Company, (v) enter into any agreement with any other person with respect to the foregoing, or otherwise encourage assist any other person to do any of the formation offoregoing or (vi) nominate any person to the Board of Directors of the Company; provided that (A) the Stockholder may purchase additional Company securities in an amount sufficient to allow the Stockholder to continue to own up to its pro rata ownership after this transaction of the outstanding shares of Common Stock of the Company; (B) the Stockholder may exercise its rights in Section 5; (C) the Stockholder may acquire additional Company securities in the public market or through one or more private transactions up to a maximum of 14.99% of the outstanding shares of Common Stock of the Company (including the Stockholder’s current holdings and the Shares) and (D) the Stockholder may sell, a “group” tender or exchange its shares of Company Common Stock in connection with (other than with 1) the Other Rollover Shareholders acquisition (including by way of merger) by any person or group (as defined below)) within the meaning of Section 13(d)(3) of in the Exchange Act), in connection with any other than by or on behalf of the foregoing; Stockholder or (v) publicly request its Affiliates, of more than 50% of the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring outstanding voting securities of the Company as or (2) in a result of any share split, combination, recapitalization tender offer for the Company’s voting securities other than by or other similar transaction in or on behalf of the Stockholder or its Affiliates (with securities or cash) which has not been approved by a majority of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger’s Board of Directors.

Standstill. Except as provided (a) Company represents that, except for any such securities or rights held by entities described in Section 2.3 below10(g), for a period beginning on date it does not, directly or indirectly, beneficially or of this Agreement and ending on the Expiration Timerecord, none own any securities of the Rollover Shareholder TESARO or any of its Affiliates shallsubsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities or assets, or any synthetic or derivative instrument related thereto. (b) For a period of twelve (12) months following the date hereof (the “Standstill Period”), Company agrees that it shall not, and shall cause its affiliates to not, directly or indirectly: , unless approved in writing or otherwise expressly permitted by the Board of Directors or Chief Executive Officer of TESARO: (i) acquire, offer to acquire or agree to acquire, directly propose, seek or indirectlyoffer to acquire, by purchase or otherwisefacilitate the acquisition or ownership of, any beneficial ownership insecurities or assets of TESARO or any of its subsidiaries, any warrant or option to purchase such securities or assets, any security convertible into any such securities, or direct or indirect rights any other right to acquire any beneficial ownership insuch securities or assets, securities of the Company or any subsidiary thereof; synthetic or derivative instrument related thereto; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateparticipate or engage in, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the United States) to vote any voting securities Securities Exchange Act of 1934 (the Company or any subsidiary thereof“Exchange Act”)), or seek to advise or influence any person with respect to the voting of of, any voting securities of the Company or any subsidiary thereof; TESARO; (iviii) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of TESARO; (iv) propose, publicly or to any TESARO stockholder, any business combination, restructuring, recapitalization or similar transaction involving TESARO or any of its subsidiaries; (v) seek, alone or in concert with others, to control or change the Board of Directors of TESARO; (vi) nominate any person as a director of TESARO; or propose any matter to be voted upon by the stockholders of TESARO; (vii) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of TESARO; (viii) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing; or (ix) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with any of the foregoing; . (c) During the Standstill Period, Company agrees that it shall not, and shall cause its directors, officers, employees, affiliates, and representatives (including, without limitation, financial advisors, consultants, attorneys and accountants) (collectively, the “Company Representatives”) to not, directly or indirectly, without the prior written consent of TESARO, (vi) publicly make any request the Other Rollover Shareholders directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 10 (including this sentence). For ) other than by means of a confidential communication to TESARO’s Chief Executive Officer or General Counsel, or (ii) take any action that would reasonably be expected to require TESARO to make a public announcement regarding the avoidance possibility of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, business combination, recapitalization merger or other similar transaction in or type of transaction. (d) Notwithstanding the securities foregoing, the provisions of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (bSection 10(b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.Section 10

Standstill. Except as provided in Section 2.3 below, for a period beginning on Each Purchaser agrees that until the first anniversary of the date of this Agreement and ending on Agreement, without the Expiration Time, none prior written consent of the Rollover Shareholder Company, it will not at any time, nor will it cause or permit any of its Affiliates shallto: (a) effect or seek, directly offer or indirectly: propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inthereof) of the Company, or direct rights or indirect rights options to acquire any securities (or beneficial ownership in, securities thereof) of the Company Company, or any subsidiary thereof; assets, indebtedness or businesses of the Company, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control assets of the management or policies Company constituting a significant portion of the consolidated assets of the Company, make or in any way participate, directly or indirectly, in (iii) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereofits Affiliates; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (c) except as set forth on Schedule 5.5, otherwise act, alone or in connection concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; or (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the foregoingtypes of matters set forth in clause (a) above; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, it being understood that nothing in this Section 2.2 or 5.5 shall restrict the Purchaser’s acquisition of the Securities (including the accretion of dividends thereon and any dividends payable in any other provision security) in accordance with the terms of this Agreement shall prohibit (a) Agreement, the Rollover Shareholder from acquiring securities of Warrants or the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerPre-Funded Warrants.

Standstill. Except as provided in Section 2.3 belowSubject to the provisions of the License Agreement, during the term of the License Agreement and for a period beginning on date of this Agreement five (5) years following its termination, Consultant agrees that, and ending on agrees to cause his affiliates to agree that, without the Expiration Time, none prior approval of a majority of the Rollover Shareholder Board, they will not singly or as part of (i) any partnership, limited partnership or syndicate or (ii) any other group of its Affiliates shallpersons or entities acquiring, holding, voting or disposing of any security which would be required under Section 13(d) of the Exchange Act (as defined below) and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and such group, a “13D Group”), (a) directly or indirectly: (i) , acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire of any beneficial ownership in, securities of the Company or any subsidiary Subsequent Fund (“Company Securities”); (b) deposit (either before or after the date of the execution of the License Agreement) any Company Securities in a voting trust or subject any Company Securities to any similar arrangement or proxy with respect to the voting thereof; (iic) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies,” or become a “Participant” in a “solicitation” (as such terms are used in Regulation 14A under the rules of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to vote against any proposal or director nominee recommended to the voting of any voting securities shareholders of the Company or any subsidiary thereofof its subsidiaries by at least a majority of the Board; (ivd) form, join, become a member of join or in any way participate in, in a 13D Group with respect to any Company Securities; (e) commence (including by means of proposing or publicly announcing or otherwise encourage disclosing an intention to propose, solicit, offer, seek to effect or negotiate) a merger, acquisition or other business combination transaction relating to the formation of, Company; (f) initiate a “groupproposal,” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of such term is used in Rule 14a-8 under the Exchange Act, “propose,” or otherwise solicit the approval of, one or more stockholders for a “proposal” or induce or attempt to induce any other person to initiate a “proposal;” (g) otherwise act, alone or in connection concert with any others, to seek to control or influence the management, the Board or policies of the foregoingCompany; or (vh) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any other action challenging to seek or effect control of the enforceability or validity of, this paragraph (including this sentence)Company other than in a manner consistent with the terms of the License Agreement. For the avoidance of doubt, nothing in this Section 2.2 or any other provision purposes of this Agreement shall prohibit Agreement, “Subsequent Fund” means any public closed-end management investment company (aincluding, but not limited to, a business development company) that succeeds to or otherwise continues the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved business currently conducted by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except As of the date of this Agreement, except as provided previously disclosed to Transpro in Section 2.3 belowwriting, for a period beginning on none of Modine or any of its Subsidiaries beneficially owns any Transpro Common Stock or any options or other rights to acquire any such securities (collectively, "Transpro Voting Securities"). From the date of this Agreement and ending on until the Expiration Effective Time, none of the Rollover Shareholder or any of Modine will not, and will cause its Affiliates shall, directly or indirectlySubsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Transpro, (y) any form of restructuring, recapitalization or similar transaction with respect to Transpro, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(a); (ii) acquire, offer to acquire or offer, propose or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereofTranspro Voting Securities; (iii) seek or make, propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, any solicitation of proxies with respect to any such Transpro Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Transpro, seek to influence any Person with respect to any such Transpro Voting Securities or otherwise demand a copy of the list of stockholders of Transpro or other books and records of Transpro (except as permitted by Section 6.11); (iv) participate in, propose or encourage the formation ofof any partnership, a “group” syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Transpro Voting Securities or which seeks to effect control of Transpro or has the purpose of circumventing any provision of this Section 6.24(a); (other than v) otherwise act, alone or in concert with the Other Rollover Shareholders others (as defined belowincluding by providing financing for another Person)) within the meaning of Section 13(d)(3) of the Exchange Act, to seek or to offer to control or influence, in connection with any manner, the management, board of the foregoingdirectors, or policies of Transpro; or (vvi) publicly request the Other Rollover Shareholders make any proposal or other communication designed to amend or waive compel another party to make a public announcement thereof in respect of any provision of, or take any action challenging the enforceability or validity of, matter referred to in this paragraph (including this sentenceSection 6.24(a). For a period of five years after the avoidance date of doubtthis Agreement (the "Standstill Period"), nothing except within the terms of a specific written request from Transpro and except as otherwise provided in this Agreement, Modine will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Newco or the Surviving Corporation, (y) any form of restructuring, recapitalization or similar transaction with respect to Newco or the Surviving Corporation, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(b); (ii) acquire, or offer, propose or agree to acquire, by purchase or otherwise, any voting securities of Newco or the Surviving Corporation ("Surviving Corporation Securities"); (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Surviving Corporation Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Newco or the Surviving Corporation, seek to influence any Person with respect to any such Surviving Corporation Securities or demand a copy of the list of stockholders of Newco or the Surviving Corporation or other books and records of Newco or the Surviving Corporation; (iv) participate in, propose or encourage the formation of any partnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Surviving Corporation Securities or which seeks to effect control of the other party or has the purpose of circumventing any provision of this Section 6.24(b); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Newco or the Surviving Corporation; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 2.2 6.24(b). As of the date of this Agreement, except as previously disclosed to Modine in writing, none of Transpro or any of its Subsidiaries beneficially owns any Modine Common Stock or any options or other rights to acquire any such securities (collectively, "Modine Voting Securities"). During the Standstill Period, except within the terms of a specific written request from Modine and except as otherwise provided in this Agreement, Transpro will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Modine, (y) any form of restructuring, recapitalization or similar transaction with respect to Modine, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Agreement shall prohibit Section 6.24(c); (aii) acquire, or offer, propose or agree to acquire, by purchase or otherwise, any Modine Voting Securities; (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Modine Voting Securities (including by the Rollover Shareholder from acquiring securities execution of action by written consent), become a participant in any election contest with respect to Modine, seek to influence any Person with respect to any such Modine Voting Securities or demand a copy of the Company as a result list of stockholders of Modine or other books and records of Modine; (iv) participate in, propose or encourage the formation of any share splitpartnership, combination, recapitalization syndicate or other similar transaction group which owns or seeks or offers to acquire beneficial ownership of any such Modine Voting Securities or which seeks to effect control of Modine or has the purpose of circumventing any provision of this Section 6.24(c); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Modine; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(c). The parties hereby agree that, upon execution of this Agreement, their commitments in Section 5 of the securities Confidentiality Agreement will terminate and be of the Company if such share split, combination, recapitalization no further force or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergereffect.

Standstill. Except as provided in Section 2.3 below, for a period beginning on date Until the expiration of the Term of this Agreement Agreement, without the prior written consent of Constellation, EDFI shall not, and ending on the Expiration Time, none shall cause each member of the Rollover Shareholder EDFI Group not to, singly or any as part of its Affiliates shalla group, directly or indirectly: : (ia) acquire, offer acquire or propose to acquire (other than as a result of a stock split, stock dividend or agree other recapitalization of Constellation) beneficial ownership of any equity securities of Constellation (“Equity Securities”) or any rights to acquire, directly or indirectlyindirectly acquire any Equity Securities, except as contemplated by purchase Section 2.1; (b) participate in any solicitation of proxies or otherwise, become a participant in any beneficial ownership inelection contest with respect to Constellation; (c) seek, or direct offer or indirect rights make any proposal to acquire any beneficial ownership inConstellation, securities of the Company its representatives or any subsidiary thereof; (ii) shareholder of Constellation, or otherwise make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, (1) any merger, consolidation or submit sale of all or substantially all of the assets, or a majority of the outstanding shares of Constellation Stock, or any other form of business combination involving Constellation, (2) any form of restructuring, recapitalization, liquidation or similar transaction involving Constellation, or (3) any proposal for or other statement inconsistent with the terms of this Section 2.2, except as specifically contemplated by the terms of this Agreement or the agreements governing the Joint Venture; (d) join with any other parties to form a “group” with respect to Constellation Stock, as determined pursuant to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended; (e) otherwise act, alone or in concert with others, to seek or offer to control or influence, in any manner, the management, board of directors or policies of Constellation, except as otherwise contemplated by the terms of this Agreement or the agreements governing the Joint Venture; or (with f) enter into any agreement, disclose any intention or without conditions)knowingly advise, assist or encourage any other person to do any of the above. Notwithstanding anything to the contrary in this Agreement, EDFI or any other member of the EDFI Group may participate in any tender or exchange offeroffer for Constellation Stock as a seller or, mergersubject to Section 3.2, recapitalization, reorganization, vote any securities owned by it at any special meeting of the holders of Constellation Stock to consider any such business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergertransaction.

Standstill. Except as provided in Section 2.3 below, for a period beginning on (a) Wallick covenants to and agrees wit▇ ▇▇▇ ▇ompany that from and after the date of this Agreement and ending on hereof until the Expiration Time, none second anniversary of the Rollover Shareholder or any of its Affiliates shallSeparation Date (the "Standstill Period"), without the Company's prior written consent, Wallick will not, directly or indirectly: indir▇▇▇▇▇: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make Make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for to the Company or offer any of (with its respective directors, officers, representatives, trustees, employees, attorneys, advisors, agents or without conditions)Affiliates, any tender proposal for, the acquisition of any Voting Securities or exchange offer, with respect to any merger, recapitalization, reorganizationconsolidation, business combination or other extraordinary transaction involving purchase of any substantial portion of the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies assets of the Company, make whether or in not any way participateparties other than Wallick is involved, directly and whether or indirectly▇▇▇ ▇▇ch proposal might require the making of a public announcement by the Company; (ii) Seek or propose to influence, in any “solicitation” advise, change or control the management, board of “proxies” (as such terms are used in the rules directors, governing instruments or policies or affairs of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) formmake, join, become a member of or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or otherwise encourage used in Regulation 14A under the formation ofExchange Act, to vote any Voting Securities or become a “group” "participant" in any "election contest" (as such terms are defined and used in Regulation 14A and Schedule 14A under the Exchange Act) with respect to Voting Securities; (iii) Deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement (other than this Agreement) with respect to the Other Rollover Shareholders voting of such Voting Securities or any other agreement having similar effect; (iv) Form or join a partnership, limited partnership, syndicate or other group (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, in connection ) with respect to any of the foregoingVoting Securities; or or (v) publicly Other than a non-public request to waive the Other Rollover Shareholders provisions of clause (i) of this Section 7(a), make a request to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger7(a).

Standstill. Except as provided in Section 2.3 belowEach Company agrees that, for a period beginning on of fourteen (14) months after the date of this Agreement and ending on (the Expiration Time“Standstill Period”), none unless specifically invited in writing by the other Company, neither it nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) or Representatives (acting in any capacity other than as an advisor in any of the Rollover Shareholder following cases) will in any manner, directly or indirectly: (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Company or any of its Affiliates shall, directly or indirectly: (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, merger or other business combination involving the other Company or any of its subsidiaries, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the other Company or any subsidiary thereof; of its subsidiaries, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; other Company; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under the ▇▇▇▇ ▇▇▇) within with respect to the meaning of Section 13(d)(3) securities of the Exchange Actother Company; (c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the other Company or its securities or assets; (d) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the other Company; (e) take any action which might force the other Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (v) publicly . Each Company also agrees during the Standstill Period not to request the Other Rollover Shareholders other Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 8 (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for a (a) For the period beginning (the “Standstill Period”) commencing on the date of this Agreement hereof and ending on the Expiration TimeJune 30, none of the Rollover Shareholder or any of 2009, no Subject Stockholder shall, and each Subject Stockholder shall cause its Affiliates shallnot to, unless expressly agreed in writing, in advance, by Company, directly or indirectly: , in any manner whatsoever: (i1) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to acquire sell or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, or otherwise, any beneficial ownership in, record or direct or indirect rights to acquire any beneficial ownership in, interest in any Standstill Securities or other securities of the Company or any subsidiary thereof; of its Subsidiaries or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company or any of its Subsidiaries; (ii2) make make, effect, initiate, cause or participate in any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect totake-over bid, or submit a proposal for or offer of (with or without conditions)tender offer, any tender or exchange offer, merger, consolidation, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries; (iii3) seek other than as a director or propose to influence or control the management or policies officer of the Company, make solicit, make, effect, initiate, cause, or in any way participate in, directly or indirectly, any solicitation of proxies or consents from any holders of any securities of Company or any of its Subsidiaries or call or seek to have called any meeting of stockholders of Company or any of its Subsidiaries; (4) form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of Company or any of its Subsidiaries that are not Standstill Securities; (5) arrange, facilitate, or in any way participate, directly or indirectly, in any “solicitation” financing for the purchase of “proxies” any securities Company or any of its Subsidiaries that are not Standstill Securities; (as such terms are used in 6) (A) act, directly or indirectly, to seek control or direct the rules board of the Securities and Exchange Commission of the United States) to vote any voting securities directors, stockholders, policies or affairs of the Company or any subsidiary thereofof its Subsidiaries; (B) solicit, or propose, seek to advise effect or influence negotiate with any person other Person with respect to any form of business combination transaction involving Company or any take-over bid, tender, exchange offer, merger, consolidation, recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction involving Company or any of its Subsidiaries; or (C) disclose an intent, purpose, plan or proposal with respect to an acquisition of Company, or any securities or assets of Company or any of its Subsidiaries that are not Standstill Securities; Notwithstanding anything to the voting of contrary in this Section 2.3, each Subject Stockholder shall be permitted to sell its Equity Securities in any voting securities Sale of the Company or any subsidiary thereof; that has been approved by the board of directors of Company and which recommendation has not been withdrawn. (ivb) form, join, become a member of or in any way participate in, or otherwise encourage Notwithstanding anything to the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing contrary in this Section 2.2 2.3, the Subject Stockholders shall be permitted during the period commencing on the Effective Date and ending on June 30, 2009 to purchase Standstill Securities subject to the compliance with each of the following conditions: (1) prior to June 30, 2009 the Subject Stockholders shall not purchase Standstill Securities that cause their total ownership of Company common stock to equal or any other provision exceed 50% of this Agreement the outstanding shares of common stock of the Company; (2) during the period commencing on the Effective Date and ending on June 30, 2009 the Subject Stockholders shall prohibit not spend more than $1 million to purchase outstanding shares of common stock of the Company; (a3) prior to June 30, 2009 the Subject Stockholders shall suspend open market purchases of the Company’s common stock if the Company commences a public offering of securities; and (4) the Rollover Shareholder from acquiring securities of Subject Stockholders and the Company as shall issue a result press release that publicly discloses the Amendment prior to commencement of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved purchases by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerSubject Stockholders which are permitted by this Amendment.

Standstill. Except as provided in Section 2.3 below(a) During the Standstill Period, each Stockholder Party agrees solely for a period beginning and on date behalf of this Agreement itself that it shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of shall cause its Affiliates shalland Associates not to, directly or indirectly: : (i) acquire, offer to acquire make any public announcement or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inproposal with respect to, or direct publicly offer or indirect rights propose, (A) any form of business combination or acquisition or other transaction relating to acquire any beneficial ownership in, a material amount of assets or securities of the Company or any subsidiary thereof; of its subsidiaries, (iiB) make any public announcement (other than any disclosure on Schedules 13D form of restructuring, recapitalization or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) similar transaction with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving to the Company or any subsidiary thereofof its subsidiaries or (C) any form of tender or exchange offer for shares of Common Stock or other Voting Securities, whether or not such transaction involves a Change of Control of the Company; it being understood that the foregoing shall not prohibit a Stockholder Party or its Affiliates or Associates from (i) acquiring Voting Securities, (ii) selling or tendering their shares of Common Stock, and otherwise receiving consideration, pursuant to any such transaction or (iii) seek voting on any such transaction in accordance with Section 3; (ii) engage in, or propose to influence or control knowingly assist in the management or policies engagement in (including, but not limited to, engagement by use of the Company, make or in coordination with a universal proxy card), any way participatesolicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the holders of, any Voting Securities, or otherwise become a “participant” in a “solicitation,” of “proxies” (as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a‑1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended, and with the rules of and regulations thereunder (the Securities and “Exchange Commission of the United States) Act”), to vote any voting securities of the Company (including by initiating, encouraging or participating in any subsidiary thereof“withhold” or similar campaign), or seek to in each case other than in a manner that is consistent with the Board’s recommendation on a matter; (iii) advise or influence knowingly encourage any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any voting securities of the Company other than in a manner that is consistent with the Board’s recommendation on a matter or in connection with an Extraordinary Transaction; (iv) other than in open market sale transactions where the identity of the purchaser is not known, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any subsidiary thereof; rights decoupled from the underlying securities held by a Stockholder Party to any Third Party with a known history of activism or known plans to engage in activism; (ivv) take any action in support of or make any proposal or request that constitutes or would result in: (A) advising, replacing or influencing any director or the management of the Company, including, but not limited to, any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Bylaws or the Certificate of Incorporation, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act (in each case except as otherwise permitted by Section 1 or Section 3); (vi) communicate with stockholders of the Company or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act (other than in connection with an Extraordinary Transaction); (vii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Bylaws, including a “town hall meeting”; (viii) deposit any shares of Common Stock or other Voting Securities in any voting trust or subject any shares of Common Stock or other Voting Securities to any arrangement or agreement with respect to the voting of any shares of Common Stock or Voting Securities (other than (A) any such voting trust, arrangement or agreement solely among the Stockholder Parties that is otherwise in accordance with this Agreement or (B) customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (ix) seek, or knowingly encourage or advise any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the election or removal of any directors, except as set forth in Section 1; (x) form, join, become a member of join or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security (other than a group that includes all or some of the Stockholder Parties); provided, however, that nothing herein shall limit the ability of an Affiliate of a Stockholder Party to join or in connection any way participate in the “group” currently in existence as of the Effective Date and comprising the Stockholder Parties following the execution of this Agreement, so long as any such Affiliate agrees to be subject to, and bound by, the terms and conditions of this Agreement and, if required under the Exchange Act, files a Schedule 13D or an amendment thereof, as applicable, within two (2) business days after disclosing that the Stockholder Party has formed a group with such Affiliate; (xi) demand a copy of the Company’s list of stockholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Delaware providing for stockholder access to books and records (including lists of stockholders) of the Company; (xii) make any request or submit any proposal to amend or waive the terms of this Section 6 other than through non-public communications with the Company that would not be reasonably likely to trigger public disclosure obligations for any Party; or (xiii) enter into any discussions, negotiations, agreements or understandings with any person with respect to any action the Stockholder Party is prohibited from taking pursuant to this Section 6, or advise, assist, knowingly encourage or seek to persuade any person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. (b) Notwithstanding anything to the contrary contained in Section 6(a) or elsewhere in this Agreement, a Stockholder Party shall not be prohibited or restricted from: (A) communicating privately with the Board or any officer or director of the Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications by any Party; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over such Stockholder Party, provided that a breach by such Stockholder Party of this Agreement is not the cause of the applicable requirement; or (vC) publicly request communicating with stockholders of the Other Rollover Shareholders Company and others in a manner that does not otherwise violate this Agreement. (c) The provisions of Section 6(a) shall not limit in any respect the actions of any director of the Company in his or her capacity as such, recognizing that such actions are subject to amend or waive such director’s fiduciary duties to the Company and its stockholders and the Company Policies (it being understood and agreed that a Stockholder Party shall not take any actions to indirectly violate any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentenceof Section 6(a)). For The provisions of Section 6(a) shall also not prevent a Stockholder Party from freely voting his or its shares of Common Stock (except as otherwise provided in Section 3). (d) During the Standstill Period, each Stockholder Party shall refrain from taking any actions which could have the effect of encouraging or assisting any Third Party to engage in actions which, if taken by a Stockholder Party, would violate this Agreement. (e) Nothing in this Agreement shall limit in any respect the actions or rights of any director of the Company (including, for the avoidance of doubt, nothing the New Directors) under applicable law in this Section 2.2 his or any her capacity as such. Without limitation to the foregoing, the New Directors shall have the exact same (i) access to members of management as every other provision of this Agreement shall prohibit director and (aii) rights as every other director to access the Rollover Shareholder from acquiring securities books and records of the Company as and to make information requests of management in order to facilitate these rights. (f) At any time the Stockholder Parties cease to have a result of any share splitSchedule 13D filed with the SEC and during the Standstill Period, combinationupon reasonable written notice from the Company pursuant to Section 17 hereof, recapitalization or other similar transaction in or the Stockholder Parties shall promptly provide the Company with information regarding the amount of the securities of the Company if beneficially owned by each such share splitentity or individual. This ownership information provided to the Company will be kept strictly confidential, combinationunless required to be disclosed pursuant to applicable laws and regulations, recapitalization any subpoena, legal process or other legal requirement or in connection with any litigation or similar transaction has been duly approved proceedings in connection with this Agreement; provided, that in the event that the Company or any of its Representatives is required to disclose such information, the Company shall, unless prohibited by applicable law, give prompt written notice of such requirement to the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerStockholder Parties.

Standstill. Except During the period from the Termination Date until June 5, 2019, without the Company’s prior written consent, Executive shall not, himself or through any affiliate, representative or other person, acting alone or as provided in part of a “group” (within the meaning of Section 2.3 below, for a period beginning on date of this Agreement and ending on the Expiration Time, none 13(d)(3) of the Rollover Shareholder or any Securities and Exchange Act of its Affiliates shall1934, directly or indirectly: (i) acquire, offer to acquire or agree to acquireas amended), directly or indirectly, by purchase (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneficial ownership in, thereof) or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company or any subsidiary thereof; of its subsidiaries, (iiB) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, offer or merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its subsidiaries, (iiiC) seek any recapitalization, restructuring, liquidation, dissolution or propose other extraordinary transaction with respect to influence the Company or control the management any of its subsidiaries, or policies of the Company, make or in any way participate, directly or indirectly, in (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission Commission) with respect to any securities of the United States) Company, including without limitation to vote any securities of the Company (except in the normal course of Executive voting his securities held in the Company) or to provide or withhold consents or agent designations with respect to any securities of the Company, (ii) form, advise, join or in any way participate in a group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company or any subsidiary thereofof its subsidiaries, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) formtake any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (i) above, join(v) publicly announce any intention, become a member of plan or in any way participate inarrangement inconsistent with the foregoing, or otherwise encourage the formation of(vi) enter into any discussions, a “group” (other than arrangements or agreements with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any third party relating to any of the foregoing; . Executive also agrees during such period not to request that the Company or (v) publicly request the Other Rollover Shareholders to its directors, officers, employees or agents, directly or indirectly, amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 9(c) (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of except for private requests that would not reasonably be expected to require the Company as to make a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if public announcement regarding such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerrequest.

Standstill. Except as provided in Section 2.3 belowEmployee agrees that, for a period beginning on of three (3) years from the date of this Agreement and ending on the Expiration TimeAgreement, none of the Rollover Shareholder or neither Employee nor any of its Affiliates shallEmployee’s affiliates or representatives acting on Employee’s behalf or on behalf of other persons acting in concert with Employee will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inthereof), or direct rights or indirect rights options to acquire any securities (or beneficial ownership inthereof), securities or any assets, indebtedness or businesses of the Company or any subsidiary thereof; of its subsidiaries or affiliates, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, mergermerger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any subsidiary thereof; of its subsidiaries or affiliates, or (iiiiv) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of (the United States“SEC”)) or consents to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereofits affiliates; (ivb) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)under Securities Exchange Act of 1934, as amended) within with respect to the meaning Company or otherwise act in concert with any person in respect of Section 13(d)(3) any securities of the Exchange ActCompany; (c) otherwise act, alone or in connection concert with others, to seek representation on or to control or influence the management, the Board or policies of the Company or to obtain representation on the Board; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; . Employee also agrees during such period not to request (in any manner that would reasonably be likely to cause the Company to disclose publicly) that the Company or (v) publicly request the Other Rollover Shareholders to any of its representatives, directly or indirectly, amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided Unless approved in Section 2.3 belowadvance in writing by the board of directors of Orchids US, for a period beginning Seller agrees that neither it nor any of its Representatives acting on date behalf of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or in concert with Seller (or any of its Affiliates shallor Representatives) will, during the Restricted Period, directly or indirectly: (i) in any manner acquire, offer agree to acquire or agree make any proposal or offer to acquire, directly or indirectly, by purchase more than 14.99% of the issued or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, outstanding securities of the Company or any subsidiary thereofOrchids US; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G offer to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateenter into, directly or indirectly, any merger or business combination involving Orchids US or to purchase, directly or indirectly, a material portion of the property or assets of Orchids US; (iii) directly or indirectly “solicit” or participate or join with any person in the solicitation of any “solicitation” of “proxies” (as such terms are used is defined in the rules Securities Act of the Securities and Exchange Commission of the United States1933 or in Canadian securities laws, as applicable) to vote any voting securities of the Company or any subsidiary thereofvote, or seek to advise or to influence any person with respect to the voting of of, any voting securities of the Company or any subsidiary thereofOrchids US; (iv) form, join, become a member of otherwise act alone or in concert with others to seek to control or to influence the management, the board of directors or policies of Orchids US; (v) make any way participate inprivate or public disclosure of any consideration, intention, plan or otherwise encourage the formation of, a “group” (other than arrangement inconsistent with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) any of the Exchange Actforgoing; (vi) advise, assist or act jointly or in concert with any person in connection with any of the foregoingforgoing; or (vvii) publicly take any action that might require Orchids US to make a public announcement regarding any of the matters addressed in this sentence. Seller further agrees that it will not, without the written consent of the board of directors of Orchids US: (x) request the Other Rollover Shareholders Orchids US or any of its Representatives, directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph Section 6.14 (including this sentence). For ) or (y) take any action which might require Orchids US to make a public announcement regarding the avoidance possibility of doubta business combination, nothing merger or other type of transaction described in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger6.14.

Standstill. Except as provided in Section 2.3 belowEach Seller, Perry Corp. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇. ▇▇▇▇▇”) personally agree that, for a period beginning on of three (3) years from the date of this Agreement and ending on the Expiration TimeClosing, none of unless specifically invited in writing by the Rollover Shareholder or Company, neither the Seller, Perry Corp., ▇▇. ▇▇▇▇▇ nor any of its Affiliates shalltheir respective affiliates (as such term is defined under the Securities Exchange Act of 1934, directly as amended (the “1934 Act”)), or indirectly: (i) acquiretheir respective officers, offer to acquire employees, directors or agree to acquirepartners, will in any manner, directly or indirectly, by purchase (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any beneficial ownership way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or (i) any direct or indirect rights to acquire acquisition of any securities (or beneficial ownership in, securities thereof) or assets of the Company or any subsidiary thereofof its affiliates, other than the acquisition of up to an aggregate of 2 percent (2%) of the outstanding common shares of the Company solely for investment purposes; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereofof its affiliates; (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose any other extraordinary transaction with respect to influence the Company or control the management any of its affiliates; or policies of the Company, make or in any way participate, directly or indirectly, in (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereofof its affiliates; (b) form, join or seek in any way participate in a “group” with respect to advise the Company or influence any of its affiliates (as defined under the 1934 Act); (c) take any action that might force the Company or any of its affiliates to make a public announcement regarding any of the types of matters set forth in (a) above; or (d) enter into any discussions or arrangements with any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided Each Seller agrees that such Seller shall not ---------- (a) acting alone or in Section 2.3 belowconcert with others, for a period beginning on date of this Agreement and ending on seek to affect or influence the Expiration Time, none control of the Rollover Shareholder management or board of directors of Parent or the business, operations or policies of Parent; (b) deposit any shares of its Affiliates shallParent Class A Common Stock or securities exercisable or exchangeable or convertible into shares of Parent Class A Common Stock, directly or indirectly: other securities having the right to vote generally with shares of Parent Class A Common Stock (icollectively "Parent Voting Securities") acquirein a voting trust or subject any Parent Voting Securities to any proxy, offer arrangement or agreement with respect to acquire the voting of such Parent Voting Securities or agree to acquireother agreement having similar effect; (c) initiate or propose any stockholder proposal or make, or in any way, participate in, directly or indirectly, by purchase or otherwiseany "solicitation" of "proxies" to vote, any beneficial ownership inother than in connection with the Merger and the Merger Agreement, or direct or indirect rights intentionally seek in an organized fashion to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of of, any voting securities Parent Voting Securities in a manner inconsistent with the position of the Company board of directors of Parent or become "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date hereof) in opposition to the recommendation of the majority of the directors of Parent with respect to any subsidiary thereofmatter; (ivd) formjoin a partnership, joinlimited partnership, become a member of syndicate or in any way participate inother group, or otherwise encourage act in concert with any other person, for the formation ofpurpose of acquiring, holding, voting or disposing of Parent Voting Securities, or, otherwise become a “group” (other than with the Other Rollover Shareholders (as defined below)) "person" within the meaning of Section 13(d)(3) of the Exchange Act, in connection with Act relating to any of the foregoingmatters set forth in clauses (a), (b) or (c); or (ve) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any other action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in inconsistent with this Section 2.2 or any other provision 9.10. The provisions of this Agreement Section 9.10 shall prohibit (a) not apply to any Seller following such time after the Rollover Shareholder from acquiring securities Exchange as such Seller cease to beneficially own at least 25% of the Company as a result of any share split, combination, recapitalization or other similar transaction Exchange Shares acquired by such Seller in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerExchange.

Standstill. (a) Except as provided in Section 2.3 below, for a period beginning on date of this Agreement and ending on with the Expiration Time, none prior approval of the Rollover Shareholder Board (as evidenced by a duly adopted resolution), during the Standstill Period, Investor will not, and each holder of Investor Shares will not, and each of the Investor and holder of Investor Shares will not cause or any of permit its Affiliates shallor Associates to, directly or indirectly: Investors Agreement Final (i) acquiremake, offer to acquire effect, initiate, propose, cause or agree to acquireparticipate in (including, directly but not limited to, arranging any financing for, or indirectlyprovide any financing commitment for): (A) any acquisition of ownership (including, by purchase or otherwisebut not limited to, any beneficial ownership in, as defined in Rule 13d-3 under the Securities Exchange Act) of any Voting Securities or direct securities convertible or indirect rights to acquire exchangeable into or exercisable for any beneficial ownership in, securities Voting Securities of the Company or any subsidiary thereof; Subsidiary or other Affiliate of the Company, (iiB) make any public announcement acquisition of any assets of the Company or any Subsidiary or other Affiliate of the Company, or (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the MergerC) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or offer, exchange offer, merger, business combination, recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek Subsidiary or propose to influence or control the management or policies other Affiliate of the Company, make or in involving any way participate, directly securities or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities assets of the Company or any subsidiary thereofSubsidiary or other Affiliate of the Company; provided, that the Investor may take any of the above-described actions within 60 days after another Person that is not an Affiliate or seek Associate of Investor has made a publicly announced proposal to advise or influence take any person such action that would result in a Sale of the Company so long as such Investor's actions are not in concert with such other Person. (ii) become a member of a group with respect to the voting of any voting Common Stock, other equity securities or assets of the Company Company; (iii) call or seek to call any subsidiary thereof; special meeting of the Company's stockholders for any reason whatsoever or initiate a stockholder vote or action by written consent of the Company's stockholders with respect to any matter; (iv) forminitiate, joinpropose, become a member of make or in any way participate in, directly or otherwise encourage indirectly, any "solicitation" of "proxies" to vote, or seek to influence any person or entity with respect to the formation ofCompany in opposition to any matter which has been recommended by the Board or in favor of any matter which has not been approved by the Board; or (v) enter into any discussions, a “group” (other than negotiations, arrangements or understandings with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection any third party with respect to any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or . (b) Parent Notwithstanding paragraph 3(a)(i) above, Investor and Merger Sub its Affiliates and Associates may acquire Common Stock from entering into and after the Merger Closing to the extent that such acquisition, which when combined with the shares of Common Stock then owned by Investor and its Affiliates and Associates, would not result in Investor and its Affiliates and Associates beneficially owning more than an aggregate of 20% of the then outstanding Voting Securities of the Company. (c) Each holder of Investor Shares agrees that, in the event of any breach of the provisions of this paragraph 3, the Company shall in addition to any right at law to damages be deemed irreparably harmed and entitled to equitable relief (without the posting of any bond or other security), including injunction requiring prompt disposition of securities acquired contrary to this Agreement in a manner which is calculated to cause wide distribution of the shares and consummating which is agreeable to the MergerCompany. (d) In the event that the Company shall adopt a stockholder rights plan with provisions that are triggered by the acquisition of beneficial ownership of a specified percentage of the Common Stock (a "TRIGGER PERCENTAGE"), the Company agrees that, for purposes of determining application of the stockholder rights plan to Investor, the plan will provide for a 20% Trigger Percentage even if the general Trigger Percentage is below 20%.

Standstill. Except (a) As of the date of this Agreement, except as provided previously disclosed to Transpro in Section 2.3 belowwriting, for a period beginning on none of Modine or any of its Subsidiaries beneficially owns any Transpro Common Stock or any options or other rights to acquire any such securities (collectively, "Transpro Voting Securities"). From the date of this Agreement and ending on until the Expiration Effective Time, none of the Rollover Shareholder or any of Modine will not, and will cause its Affiliates shall, directly or indirectlySubsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Transpro, (y) any form of restructuring, recapitalization or similar transaction with respect to Transpro, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(a); (ii) acquire, offer to acquire or offer, propose or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereofTranspro Voting Securities; (iii) seek or make, propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission of the United States) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, any solicitation of proxies with respect to any such Transpro Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Transpro, seek to influence any Person with respect to any such Transpro Voting Securities or otherwise demand a copy of the list of stockholders of Transpro or other books and records of Transpro (except as permitted by Section 6.11); (iv) participate in, propose or encourage the formation ofof any partnership, a “group” syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Transpro Voting Securities or which seeks to effect control of Transpro or has the purpose of circumventing any provision of this Section 6.24(a); (other than v) otherwise act, alone or in concert with the Other Rollover Shareholders others (as defined belowincluding by providing financing for another Person)) within the meaning of Section 13(d)(3) of the Exchange Act, to seek or to offer to control or influence, in connection with any manner, the management, board of the foregoingdirectors, or policies of Transpro; or (vvi) publicly request the Other Rollover Shareholders make any proposal or other communication designed to amend or waive compel another party to make a public announcement thereof in respect of any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing matter referred to in this Section 2.2 6.24(a). (b) For a period of five years after the date of this Agreement (the "Standstill Period"), except within the terms of a specific written request from Transpro and except as otherwise provided in this Agreement, Modine will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Newco or the Surviving Corporation, (y) any form of restructuring, recapitalization or similar transaction with respect to Newco or the Surviving Corporation, or (z) any demand, request or proposal to amend, waive or terminate any provision of this Agreement shall prohibit Section 6.24(b); (aii) the Rollover Shareholder from acquiring acquire, or offer, propose or agree to acquire, by purchase or otherwise, any voting securities of Newco or the Company as Surviving Corporation ("Surviving Corporation Securities"); (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Surviving Corporation Securities (including by the execution of action by written consent), become a result participant in any election contest with respect to Newco or the Surviving Corporation, seek to influence any Person with respect to any such Surviving Corporation Securities or demand a copy of the list of stockholders of Newco or the Surviving Corporation or other books and records of Newco or the Surviving Corporation; (iv) participate in, propose or encourage the formation of any share splitpartnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Surviving Corporation Securities or which seeks to effect control of the other party or has the purpose of circumventing any provision of this Section 6.24(b); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Newco or the Surviving Corporation; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(b). (c) As of the date of this Agreement, except as previously disclosed to Modine in writing, none of Transpro or any of its Subsidiaries beneficially owns any Modine Common Stock or any options or other rights to acquire any such securities (collectively, "Modine Voting Securities"). During the Standstill Period, except within the terms of a specific written request from Modine and except as otherwise provided in this Agreement, Transpro will not, and will cause its Subsidiaries not to: (i) propose or publicly announce or otherwise disclose an intent to propose (x) any form of business combination, acquisition or other transaction relating to Modine, (y) any form of restructuring, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Companywith respect to Modine, or (bz) Parent any demand, request or proposal to amend, waive or terminate any provision of this Section 6.24(c); (ii) acquire, or offer, propose or agree to acquire, by purchase or otherwise, any Modine Voting Securities; (iii) make, propose or in any way participate in, any solicitation of proxies with respect to any such Modine Voting Securities (including by the execution of action by written consent), become a participant in any election contest with respect to Modine, seek to influence any Person with respect to any such Modine Voting Securities or demand a copy of the list of stockholders of Modine or other books and Merger Sub from entering into records of Modine; (iv) participate in, propose or encourage the Merger formation of any partnership, syndicate or other group which owns or seeks or offers to acquire beneficial ownership of any such Modine Voting Securities or which seeks to effect control of Modine or has the purpose of circumventing any provision of this Section 6.24(c); (v) otherwise act, alone or in concert with others (including by providing financing for another Person), to seek or to offer to control or influence, in any manner, the management, board of directors, or policies of Modine; or (vi) make any proposal or other communication designed to compel another party to make a public announcement thereof in respect of any matter referred to in this Section 6.24(c). (d) The parties hereby agree that, upon execution of this Agreement, their commitments in Section 5 of the Confidentiality Agreement will terminate and consummating the Mergerbe of no further force or effect.

Standstill. Except as provided in Section 2.3 below(a) During the Standstill Period, for a period beginning on date of this Agreement each Driver Party shall not, and ending on the Expiration Time, none of the Rollover Shareholder or any of its Affiliates shallshall cause their respective Representatives to not, directly or indirectly: : (i) acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, or direct or indirect rights to acquire any beneficial ownership in, securities of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) proposal with respect to, or submit a proposal for offer, seek, propose, or offer indicate an interest in, (A) any form of business combination or acquisition or other transaction relating to some or all of the Common Stock, or some or all of the material assets of the Corporation or any of its subsidiaries, (B) any form of restructuring, recapitalization, or similar transaction with respect to the Corporation or without conditions), any of its subsidiaries or (C) any form of tender or exchange offeroffer for shares of Voting Securities, merger, recapitalization, reorganization, business combination whether or other extraordinary not such transaction involving the Company or any subsidiary thereof; involves a Change of Control (iiias defined below) seek or propose to influence or control the management or policies of the CompanyCorporation; (ii) engage in, make or assist in the engagement in, any solicitation of proxies or written consents to vote any Voting Securities, or conduct, or assist in the conducting of, any type of binding or nonbinding referendum with respect to any Voting Securities, or assist or participate in any way participateother way, directly or indirectly, in any solicitation of proxies (or written consents) with respect to, or from the holders of, any Voting Securities, or otherwise become a “participant” in a “solicitation,” of “proxies” (as such terms are used defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the rules of the Securities and Exchange Commission of the United States) Act, to vote any voting securities of the Company Corporation (including, but not limited to, initiating, encouraging or participating in any “withhold” or similar campaign); (iii) purchase or otherwise acquire, or offer, seek, propose or agree to acquire, ownership (including beneficial ownership) of any securities of the Corporation, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of shares of Common Stock, or any subsidiary thereofassets or liabilities of the Corporation; (iv) advise, encourage, or seek to advise or intentionally influence any person Person with respect to the voting disposition of any voting securities of the Company Corporation; (v) take any action in furtherance of or make any subsidiary thereof; proposal or request that such Driver Party knows, or should reasonably expect to know, constitutes or would result in: (ivA) advising, controlling, changing, or influencing any director or employee of the Corporation, including, but not limited to, any plans or proposals to change the number or terms of the Corporation directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any material change in the capitalization, stock repurchase programs, or practices or dividend policy of the Corporation, (C) any other material change in the Corporation’s management, business, or corporate structure, (D) seeking to have the Corporation waive or make amendments or modifications to the By-Laws or the Articles of Incorporation (each as defined below), or other actions that may impede or facilitate the acquisition of control of the Corporation by any Person, (E) causing a class of securities of the Corporation to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Corporation to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act and the rules promulgated thereunder; (vi) communicate with shareholders of the Corporation or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (vii) act, including, but not limited to, making public announcements or speaking to reporters or members of the media (whether “on the record” or on “background” or “off the record”), to seek to influence the Corporation’s shareholders, management, or the Board with respect to the Corporation’s policies, operations, balance sheet, capital allocation, marketing approach, business configuration, Extraordinary Transactions, or strategy or to obtain representation on the Board or seek the removal of any director in any manner, except as expressly permitted by this Agreement; (viii) call or attempt to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the By-Laws, including, but not limited to, a “town hall meeting”; (ix) attempt to, or knowingly encourage or advise any Person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Corporation or seek, encourage or take any other action with respect to the election or removal of any directors; (x) form, join, become a member of maintain or in any other way participate in, or otherwise encourage the formation of, a in any “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Security; (xi) demand a copy of the Corporation’s list of shareholders or its other books and records or make any request pursuant to Rule 14a-7 under the Exchange Act or under any statutory or regulatory provisions of Pennsylvania providing for shareholder access to books and records (including, but not limited to, lists of shareholders) of the Corporation; (xii) make any request or submit any proposal to amend or waive the terms of this Section 8 other than through non-public communications with the Corporation that would not be reasonably likely to trigger public disclosure obligations for any Party; (xiii) engage any private investigations firm or other Person to investigate any of the Corporation’s directors or officers; (xiv) disclose in connection a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to any director or the Corporation’s management, policies, strategy, operations, financial results or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; or (xv) enter into any discussions, negotiations, agreements, or understandings with any Person with respect to any action the Driver Parties are prohibited from taking pursuant to this Section 8, or advise, assist, knowingly encourage, or seek to persuade any Person to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. Notwithstanding anything to the contrary contained in this Section 8, the Driver Parties shall not be prohibited or restricted, during the time that any of the Driver Parties continues to be a shareholder of the Corporation, from: (A) communicating privately with the Board or any officer or director of the Corporation, regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications by any of the Driver Parties or their respective Affiliates, the Corporation or its Affiliates or any Third Party (as defined below), subject in any case to any confidentiality obligations to the Corporation of any such director or officer and applicable law, rules or regulations; (B) taking any action necessary to comply with any law, rule, or regulation or any action required by any Governmental Authority that has, or may have, jurisdiction over any Driver Party, provided that a breach by such Parties of this Agreement is not the cause of the applicable requirement; or (vC) privately communicating to any of their investors factual information regarding the Corporation, provided such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence)disclosed. For the avoidance of doubt, nothing Nothing in this Section 2.2 8 shall be construed to prevent or restrict the identification and appointment of the Third New Director pursuant to Section 1. (b) The Driver Parties and the Corporation acknowledge that, other than as restricted by the terms in this Agreement or applicable law, the Driver Parties shall conduct themselves as, and be treated as, any other shareholder, with similar shareholder rights and access to management and the Board. The Driver Parties shall not have or claim any information rights beyond those afforded to all other shareholders (other than as limited or otherwise restricted by this Section 8) and acknowledge the Corporation’s Regulation FD obligations. (c) During the Standstill Period, each Driver Party shall refrain from taking any actions which could reasonably be expected to have the effect of encouraging, assisting, or influencing other shareholders of the Corporation or any other provision of Persons to engage in actions which, if taken by such Party, would violate this Agreement shall prohibit Agreement. (ad) During the Rollover Shareholder from acquiring securities Standstill Period, each of the Company as a result of Driver Parties agrees not to, and to cause their respective Representatives to not, comment publicly about any share split, combination, recapitalization or other similar transaction in or director of the securities of Corporation or the Company if such share splitCorporation’s management, combinationpolicies, recapitalization or other similar transaction has been duly approved by the Companystrategy, operations, financial results, or (b) Parent and Merger Sub from entering into affairs or any transactions involving the Merger Agreement and consummating the MergerCorporation or any of its subsidiaries, except as expressly permitted by this Agreement.

Standstill. Except as provided in Section 2.3 belowSubject to the provisions of the sentence next ---------- following, for a period beginning on the Investor agrees that until the one year anniversary of the date of this Agreement and ending on the Expiration TimeAgreement, none of the Rollover Shareholder or Investor, Rothschild, any of their officers, members, partners, stockholders or subsidiaries and its Affiliates shall, directly or indirectly: shall (ia) acquire, offer to acquire acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or sell short, any beneficial ownership insecurities, or direct or indirect rights or options to acquire any beneficial ownership insecurities, direct or indirect rights or options to acquire any securities, or securities or instruments convertible into voting securities, of the Company; provided, however, that the foregoing shall not -------- ------- prohibit the acquisition of securities of the Company or any subsidiary thereof; in an amount that does not exceed the Ownership Limit, as defined in the Charter, (iib) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect tomake, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, 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 Securities and Exchange Commission of the United StatesSEC) to vote any voting securities of the Company or any subsidiary thereofCompany, or seek to advise or influence any person or entity with respect to the any voting of any voting securities of the Company or any subsidiary thereof; Company, (ivc) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” (other than with the Other Rollover Shareholders (as defined below)) " within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company, (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any extraordinary transaction involving the Company or any of its Subsidiaries, (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other action, required by or from any 23 Investment Agreement regulatory agency with respect to an acquisition of the Company or any of its securities or assets, (f) otherwise act alone or in connection concert with others to seek to control the management, board of directors or policies of the Company; or (g) propose any of the foregoing; foregoing unless and until such proposal is specifically invited by the Company. Based on the representations of Rothschild to the Company that Affiliates of Rothschild (which representation Rothschild hereby reaffirms) not under control of Rothschild have no access to any of the internal information or (v) publicly request files of Rothschild and receive no information, recommendations or advice from Rothschild, the Other Rollover Shareholders Company agrees that the prohibitions of the preceding sentence shall not apply to amend or waive any provision ofAffiliates of Rothschild that are not under the control of Rothschild and are engaged in the regular business of trading in publicly-traded securities, so long as such affiliates have not received, or take been given access to, any action challenging of the enforceability Confidential Information and have not received any instructions, recommendations or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing advice pertaining to an investment in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities control of the Company as a result of from any share split, combination, recapitalization or other similar transaction in or party having access to any of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the MergerConfidential Information.

Standstill. Except Until Director shall be eligible to stand for nomination as provided a ---------- director of the Company in accordance with Section 2.3 below, for a period beginning on date 1 of this Agreement and ending on MOU, the Expiration Time, none Director hereby agrees that he will not do or cause any of the Rollover Shareholder following, and he will not assist or encourage others to do or cause any of its Affiliates shallthe following, directly and he will cause all other persons who exercise or indirectly: share voting control over the Subject Shares (ias defined in the Voting Agreement) acquire, offer not to acquire or agree to acquiredo any of the following, directly or indirectly, unless specifically requested in writing to do so in advance or he obtains written consent therefor in advance in writing by purchase the Company: (a) acquire or otherwiseagree, any offer, seek or propose to acquire, or cause to be acquired, record or beneficial ownership in, of any of the assets or direct or indirect rights to acquire any beneficial ownership in, securities business of the Company or of any subsidiary thereof; of its subsidiaries; (iib) make any public announcement (other than any disclosure on Schedules 13D acquire or 13G agree, offer, seek or propose to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toacquire, or submit a proposal for cause to be acquired, record or offer beneficial ownership of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving securities issued by the Company or any subsidiary thereofof its subsidiaries, or any rights or options to acquire such ownership (including in the public market or from a third party); or (iiic) seek or propose to influence or control the management or policies of the Companymake, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " (as such terms are used in the rules defined under Regulation 14A of the Securities and Exchange Commission of the United StatesAct) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence in any manner whatsoever any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereofof its subsidiaries; or (ivd) form, join, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “"group” " (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company or any of its subsidiaries; or (e) arrange, or in connection any way participate in, any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company of any of its subsidiaries; or (f) otherwise act, whether alone or in concert with others, to seek to propose to the Company or any of its stockholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or any of its subsidiaries or otherwise seek or propose to influence or control the Company's management or policies; or (g) seek to negotiate or influence the terms and conditions of employment of employees of the Company or any of its subsidiaries or any agreement of collective bargaining with employees of the Company or any of its subsidiaries; or (h) enter into any discussions, negotiations, arrangements or understandings with or advise, assist or encourage any third party with respect to any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowEach of the Funds covenants and agrees that, for a period beginning on date so long as the Funds collectively own Shares that represent 30% or more of this Agreement total issued and ending on the Expiration Time, none outstanding shares of the Rollover Shareholder or Company’s Common Stock, and unless such shall have been specifically invited in writing by the Company, neither the Funds (including their general partner, managing limited partner and their respective principals) nor any of its Affiliates shall, directly their directors or indirectly: (i) acquire, offer to acquire or agree to acquireofficers will in any manner, directly or indirectly, by purchase (a) effect or seek, offer or propose (whether publicly or otherwise) to effect or cause any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect (i) any acquisition of any securities (or beneficial ownership in, thereof) or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company or any subsidiary thereof; of its Subsidiaries, (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; of its Subsidiaries, (iii) seek any recapitalization, restructuring, liquidation, dissolution or propose other extraordinary transaction with respect to influence the Company or control the management any of its Subsidiaries, or policies of the Company, make or in any way participate, directly or indirectly, in (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company Company, (b) form or any subsidiary thereof, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or join in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of under the Exchange Act), (c) otherwise act, alone or in connection concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above, or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or (v) publicly . Each Fund also agrees during such period not to request the Other Rollover Shareholders Company (or its directors, officers, employees, advisors or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph (c) (including this sentence). For Notwithstanding the avoidance of doubtforegoing, nothing in this Section 2.2 or 9(b) shall not prohibit either of the Funds from passively participating in any other provision of this Agreement shall prohibit the events set forth in (a) though (e) above, so long as (i) the Rollover Shareholder from acquiring securities of the Company as a result Fund is not in any way involved in initiating or soliciting other commitments in support of any share splitsuch events, combination, recapitalization and (ii) the Fund’s activities with respect thereto are limited solely to considering the proposed action and electing to participate or other similar transaction not participate in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergeraction.

Standstill. Except as provided in Section 2.3 below, for a period beginning on Until the earlier of (A) the second (2nd) anniversary of the date of the this Agreement and ending Agreement, or (B) the first date on which there is no Appointed Director (including any Replacement Director) or any Observers on the Expiration TimeBoard and the Investor is no longer entitled to designate any Appointed Director (including any Replacement Director) or Observer (the “Standstill End Date”), none without the prior written consent of the Rollover Shareholder Company, the Investors will not, nor will they cause or permit any of its their respective controlled Affiliates shall(as defined in the Purchase Agreement) to: (a) effect or seek, directly offer or indirectly: propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other Person (as defined in the Purchase Agreement) to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inthereof), or direct rights or indirect rights options to acquire any securities (or beneficial ownership inthereof), securities or any assets, indebtedness or businesses of the Company or any subsidiary thereof; its Subsidiaries (as defined in the Purchase Agreement), (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, merger or other business combination or other extraordinary transaction involving the Company or any subsidiary thereof; its Subsidiaries or assets of the Company or its Subsidiaries constituting a significant portion of the consolidated assets of the Company and its Subsidiaries, or (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission of the United StatesCommission) or consents to vote any voting securities of the Company or any subsidiary thereofof its Subsidiaries; (b) form, join or seek to advise or influence in any person way participate in a “group” (as defined under the ▇▇▇▇ ▇▇▇) with respect to the voting Company or otherwise act in concert with any Person in respect of any voting such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board of the Company (other than pursuant to the terms of this Agreement); (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in clause (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; it being understood that nothing in this Section 3 shall restrict or prohibit (x) any Appointed Director from taking any action, or refraining from taking any action, which he or she determines, in his or her reasonable discretion, is necessary to fulfill his or her fiduciary duties as a member of the Board, (y) the Investors’ or any of its controlled Affiliates’(as defined in the Purchase Agreement) acquisition of any Equity Securities (as defined in Section 4(h)) (I) paid as dividends or acquired pursuant to Section 4 of this Agreement, in each case, in accordance with the terms of this Agreement or (II) in connection with the exercise of the Warrant, or (z) the acquisition by the Investors or any of its controlled Affiliates of equity or debt securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders its Subsidiaries (as defined belowin the Purchase Agreement)) within the meaning of Section 13(d)(3) , or voting such securities and otherwise exercising its rights and privileges with respect to such securities, so long as such acquisition, voting or exercise of the Exchange Actrights and privileges, in connection with any would not constitute a violation of the foregoing; or clauses (va)(ii) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph and (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (aiii) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent through (e) above and Merger Sub from entering after any such acquisition, voting or exercise of the rights and privileges pursuant to this clause (z), the Investors do not have collective beneficial ownership (as determined under Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of a number of Common Shares or shares or rights convertible or exercisable into Common Shares, including the Merger Agreement Warrant (whether or not presently convertible or exercisable) that, in the aggregate, are convertible or exercisable into and/or equal 10.0% or more of the then-outstanding Common Stock (on an as-converted and consummating as-exercised basis), including the MergerWarrant (which, for purposes of this Agreement, regardless of whether the right to purchase Common Shares with respect to the Warrant can be exercised for cash or through cashless exercise, in each case, in accordance with the terms of the Warrant).

Standstill. Except as provided Following the Closing and until the Standstill Termination, the Purchaser agrees that, unless specifically invited in Section 2.3 belowwriting by the Company, for a period beginning on date of this Agreement and ending on the Expiration Time, none of the Rollover Shareholder or neither it nor any of its Affiliates shallAffiliates, will in any manner, directly or indirectly: : (a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) acquire, offer to acquire any acquisition of any securities (or agree to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership in, thereof) or direct all or indirect rights to acquire any beneficial ownership in, securities substantially all of the assets of the Company or any subsidiary thereofof its Subsidiaries; provided, however, that the Purchaser may acquire without the prior consent of the Company up to an additional number of shares of the Company's Common Stock equal to ten percent (10%) of such shares outstanding as of the date of this Agreement, (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its Subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries, or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a "group" (as defined under the ▇▇▇▇ ▇▇▇) with respect to the securities of the Company; (c) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a an unsolicited proposal for or offer of (with or without conditionscondition), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; its securities or assets; (iiid) otherwise act, alone or in concert with others, to seek to control or propose to influence or control the management management, Board of Directors or policies of the Company, ; (e) take any action which might force the Company to make or in a public announcement regarding any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission types of the United Statesmatters set forth in (a) to vote above; or (f) enter into any voting securities of the Company discussions or arrangements with any subsidiary thereof, or seek to advise or influence any person third party with respect to the voting of any voting securities of the Company or any subsidiary thereof; (iv) form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowEach Investor agrees that, for a period beginning on from the date of this Agreement hereof and ending on commencing until the Expiration Time, none second anniversary of the Rollover Shareholder or any of its Affiliates shallClosing Date, it will not, directly or indirectly: , and will cause its controlled Affiliates not to: (ia) acquire, offer or seek to acquire, agree to acquire or agree make a public proposal to acquire, directly or indirectly, by purchase or otherwise, any beneficial ownership inequity securities or debt securities of the Company, any securities convertible into or direct exchangeable for any such equity securities, any options or indirect rights other derivative securities or contracts or instruments in any way related to acquire the price of shares of Common Stock or any beneficial ownership in, securities assets or property of the Company or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to of the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect toCompany, or submit a proposal for or offer participation interests in any outstanding loans of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, Company (but in any case excluding the acquisition of the Securities or the acquisition of the shares of Common Stock issuable upon conversion of the Note); (b) make or in any way participate, directly or indirectly, participate in any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in the rules of the Securities and Exchange Commission of the United States) SEC, to vote vote, or knowingly seek to advise or influence any person or entity with respect to voting of, any voting securities of the Company or call or seek to call a meeting of the Company’s stockholders or initiate any subsidiary thereofstockholder proposal or action by the Company’s stockholders, or seek election to advise or influence to place a representative on the Company’s Board of Directors or seek the removal of any person director from the Company’s Board of Directors; (c) make any public announcement with respect to to, or propose any merger or business combination, tender or exchange offer, recapitalization, reorganization or purchase of a material portion of the voting of any voting assets, properties or securities of the Company or any subsidiary thereofsubsidiary, or any other extraordinary transaction involving the Company or any subsidiary, or enter into any discussions, negotiations, arrangements, understandings or agreements with any other person or entity regarding any of the foregoing; (d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company or any subsidiary; (e) make any public proposal or statement of inquiry or publicly disclose any intention, plan or arrangement consistent with the foregoing; (f) advise, assist, knowingly encourage or direct any person or entity to do, or to advise, assist, encourage or direct any other person or entity to do, any of the foregoing; or (ivg) formenter into any discussions, joinnegotiations, become a member arrangements or understandings with any third party (including, without limitation, security holders of the Company) with respect to any of the foregoing, including, without limitation, forming, joining or in any way participate in, or otherwise encourage the formation of, participating in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of in Section 13(d)(3) of the Exchange Act, in connection ) with any third party with respect to any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 below, for a For the period beginning (the "Standstill Period") commencing on the date of this Agreement hereof and ending on the Expiration Timeearlier of: (i) the date which is six months from the date of this Agreement; and (ii);the date a person not affiliated with Purchaser or its associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) acquires, none announces an intention to acquire or proposes to acquire in an transaction described in clauses (a) through (j) below not approved by the Board of Directors of the Rollover Shareholder Company; Purchaser will not, and will cause its associates (as such term is defined under the Exchange Act) and its affiliates whom it controls (as such term is defined under the Exchange Act) not to, unless expressly requested in writing, in advance, by the Company or any of its Affiliates shallpursuant to a written agreement with the Company, directly or indirectly: (i) , in any manner whatsoever: a. acquire, announce an intention to acquire, offer or propose to acquire acquire, solicit an offer to sell or donate or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase purchase, gift or otherwise, any beneficial ownership in, record or direct or indirect rights beneficial ownership interest in any securities or any assets of the Company or any direct or indirect rights, warrants or options to acquire any record or direct or indirect beneficial ownership inof any securities or assets of the Company (an "Acquisition"), if such Acquisition would cause Purchaser to beneficially own 10% or more of the voting equity securities of the Company; b. make, propose to make, or participate in any merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company; c. solicit, make, effect, initiate, cause or, in any way participate in (other than by granting a proxy to management representatives), directly or indirectly, any "solicitation" of "proxies" (as such terms are defined in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or consents from any holders of any securities of the Company; d. call or seek to have called any meeting of the stockholders of the Company or any subsidiary thereof; (ii) make thereof or seek or act, alone or in concert with others, to advise or influence in any public announcement (other than manner whatsoever, any disclosure on Schedules 13D person or 13G entity with respect to the extent required by U.S. federal Company; ; ; e. form, join or state securities laws participate in, or otherwise encourage the rules and regulations promulgated thereunder for formation of, any "group" (within the purpose meaning of pursuing Section 13(d)(3) of the MergerExchange Act) with respect to, to the record or submit a proposal for or offer beneficial ownership of (with or without conditions), any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies securities of the Company; f. arrange, make facilitate, or in any way participate, directly or indirectly, in any “solicitation” financing for the purchase by any person in a transaction not approved by the Board of “proxies” (as such terms are used in the rules Directors of the Securities and Exchange Commission Company of the United States) to vote any voting securities or assets of the Company or any subsidiary thereofof its subsidiaries; (1) act, directly, or indirectly, to seek to advise control, advise, direct or influence the management, Board of Directors (including any person with respect to the voting of any voting securities individual members thereof), stockholders, policies or affairs of the Company or any subsidiary thereof; provided, however, that nothing contained herein shall prevent Purchaser from freely communicating privately with management and the directors Purchaser's observations, recommendations and preferences with respect to the Company, its operations and policies; or (iv2) formdisclose an intent, joinpurpose, become a member plan or proposal with respect to the Company or any subsidiary thereof inconsistent with the provisions of this letter agreement, including, without limitation, any intent, purpose or plan that requires the Company to waive the benefit of or amend any provision of this letter agreement; h. take any action which might require the Company to make a public announcement regarding any matter of the types set forth in any way participate inclauses (a) through (g) of this Section 6.1; i. agree or offer to take, or otherwise encourage the formation of, a “group” (other than with by granting a proxy to management representatives) or propose (publicly or privately) the Other Rollover Shareholders taking of, or announce an intention to take, any action referred to in clauses (as defined belowa) through (g)) within the meaning , inclusive, of this Section 13(d)(3) 6.1; j. assist, induce or encourage (other than by granting a proxy to management representatives), or enter into discussions, negotiations, arrangements or understandings with, any person to take any action of the Exchange Acttype referred to in clauses (a) through (i), in connection with inclusive, of this Section 6.1. The expiration of the Standstill Period shall not terminate or otherwise affect any of the foregoing; or (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision provisions of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerletter agreement.

Standstill. Except as provided in Section 2.3 belowUnless otherwise required by law, for a period beginning on from the date of this Agreement and ending on hereof through the Expiration Time, none end of the Rollover Shareholder Severance Period, without the Company’s prior written consent, the Employee will not, herself or through any affiliate, representative or other person, acting alone or as part of its Affiliates shalla “group” (within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934), directly or indirectly: (i) acquireeffect or seek, offer to acquire or agree to acquire, directly or indirectly, by purchase propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of all or substantially all of the securities (or beneficial ownership in, thereof) or direct or indirect rights to acquire any beneficial ownership in, securities assets of the Company ARC or any subsidiary thereofof its subsidiaries; (iiB) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) with respect to, or submit a proposal for or offer of (with or without conditions), any tender or exchange offer, merger, offer or merger or other business combination involving ARC or any of its subsidiaries; (C) any recapitalization, reorganizationrestructuring, business combination liquidation, dissolution or other extraordinary transaction involving the Company with respect to ARC or any subsidiary thereofof its subsidiaries; or (iiiD) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission Commission) with respect to any securities of the United States) ARC, including without limitation to vote any voting securities of the Company ARC or any subsidiary thereof, to provide or seek to advise withhold consents or influence any person agent designations with respect to the voting of any voting securities of the Company or any subsidiary thereof; ARC, (ivii) form, joinadvise, become a member of join or in any way participate in, or otherwise encourage the formation of, in a “group” (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act, group in connection with the types of matters set forth in (i) above, (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of ARC or any of its subsidiaries, (iv) take any action which might force ARC to make a public announcement regarding any of the types of matters set forth in (i) above, (v) publicly announce any intention, plan or arrangement inconsistent with the foregoing, or (vi) enter into any discussions, arrangements or agreements with any third party relating to any of the foregoing; . The Employee also agrees during such period not to request ARC (or (v) publicly request the Other Rollover Shareholders its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of, or take any action challenging the enforceability or validity of, of this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other provision of this Agreement shall prohibit (a) the Rollover Shareholder from acquiring securities of the Company as a result of any share split, combination, recapitalization or other similar transaction in or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Merger.

Standstill. Except as provided in Section 2.3 belowA. During the ten-year period commencing with the Closing, for a period beginning on date without the prior written consent of this Agreement and ending on the Expiration TimeSK, none of the Rollover Shareholder or SV agrees that it shall not, nor shall it permit any of its Affiliates shallto (nor shall SV agree, directly or indirectly: (i) acquireadvise, assist, encourage or provide financing to others, or permit its Affiliates to agree, or to advise, assist, encourage or provide financing to others, to), individually or collectively: i. acquire or offer to acquire or agree to acquireacquire from any individual, partnership, joint venture, corporation, trust, unincorporated organization or other entity or government or any department or agency thereof (each, a "Person"), directly or indirectly, by purchase purchase, merger, through the acquisition of control of another Person, by joining a partnership, limited partnership 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 beneficial ownership inin excess of 1.0% of any equity securities of SK, or direct or indirect rights (including convertible securities) or options to acquire any such beneficial ownership in, securities of the Company (or any subsidiary thereof; (ii) make any public announcement (other than any disclosure on Schedules 13D or 13G to the extent required by U.S. federal or state securities laws or the rules and regulations promulgated thereunder for the purpose of pursuing the Merger) otherwise act in concert with respect toto any such securities, rights or submit a proposal for options with any Person that so acquires, offers to acquire or offer of (with agrees to acquire such securities, rights or without conditionsoptions); or ii. make, any tender or exchange offer, merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof; (iii) seek or propose to influence or control the management or policies of the Company, make or in any way participateparticipate in, directly or indirectly, in any “"solicitation” " of “"proxies” " to vote (as such terms are used in the rules Regulation 14A promulgated under the Exchange Act), become a "participant" in any "election contest" (as such terms are defined in Rule 14A-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit stockholders of SK for the Securities and Exchange Commission approval of the United States) to vote any voting securities of the Company or any subsidiary thereofstockholder proposals, or seek to advise or influence any person in each case with respect to the voting of any voting securities of the Company or any subsidiary thereofSK; (iv) or iii. form, join, become a member of or in any way participate in, or otherwise encourage the formation of, a “"group” " (other than with the Other Rollover Shareholders (as defined below)) within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of SK; or iv. deposit any securities of SK into a voting trust, or subject any securities of SK to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect; or v. alone or in concert with others, seek, or encourage or support any effort, to control the management, Board of Directors, business, policies, affairs or actions of SK; or vi. request, in connection with any of the foregoing; way which will require or result in a public disclosure, SK (v) publicly request the Other Rollover Shareholders to amend or waive any provision of, or take any action challenging the enforceability or validity of, this paragraph (including this sentence). For the avoidance of doubt, nothing in this Section 2.2 or any other directors, officers, employees or agents of SK), directly or indirectly, to amend, waive or modify any provision of this Agreement Section 4. B. For purposes hereof, "Affiliates" shall prohibit mean as applied to any Person means any other Person directly or indirectly controlled by that Person. The term "control" (aincluding, with correlative meanings, the term "controlled") as applied to any Person, means the Rollover Shareholder from acquiring securities possession, directly or indirectly, of the Company as power to vote fifteen percent (15%) or more of the voting stock (or in the case of a result Person which is not a corporation, fifteen percent (15%) or more of any share splitthe ownership interest, combinationbeneficial or otherwise) of such Person or otherwise, recapitalization jointly or with other directors and/or executives, to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting stock or other similar transaction in ownership interest, by contract or of the securities of the Company if such share split, combination, recapitalization or other similar transaction has been duly approved by the Company, or (b) Parent and Merger Sub from entering into the Merger Agreement and consummating the Mergerotherwise.