Common use of Standstill Clause in Contracts

Standstill. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "“Consideration Shares"”) shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "“Waiting Period"”) that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's ’s shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to Seagate hereby agrees that, until the contrary contained hereinfifth anniversary of the Effective Date, Seller hereby acknowledges and agrees that Seagate will not, without Newco's prior written consent: (i) the Preferred Shares of Purchaser delivered acquire, or enter into discussions, negotiations, arrangements or understandings with any third party to acquire, beneficial ownership (as defined in Rule 13d-3 promulgated under the provisions Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of any Newco securities entitled to vote with respect to the election of any directors of Newco ("VOTING STOCK"), any securities convertible into, exchangeable for or exerciseable for, or that may otherwise become, Voting Stock, or any other right to acquire Voting Stock, if the effect of such acquisition would be that Seagate would then beneficially own and/or have the right to acquire more than [__] percent (__%) of the Voting Stock [THIS WILL BE THE PERCENTAGE OF VOTING STOCK HELD BY SEAGATE AS OF THE EFFECTIVE DATE] (the "STANDSTILL PERCENTAGE"); (ii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act, as such Regulation is currently in effect) with respect to the voting of any Voting Stock if Newco is at the time of such solicitation publicly-traded and subject to the proxy rules promulgated under the Exchange Act; or (iii) otherwise seek, either alone or in concert with others, to control the Newco Board or the policies of Newco. Notwithstanding the foregoing, nothing herein shall limit Seagate's ability to exercise its rights under Section 5 hereof. For purposes of this Section 2.2.1 and 4, any shares of Newco Common Stock or options or rights to acquire such Newco Common Stock acquired by Seagate Affiliates who are also employees or directors of Newco pursuant to Newco's option and employee stock purchase plans (including any options to purchase Newco securities issued upon to such persons under the conversion terms of such Preferred Shares (collectively, the "Consideration Shares"Plan) shall only be transferred by Seller pursuant to an effective registration excluded from the calculation of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Voting Stock as quoted on ▇▇▇▇▇▇▇▇▇▇held by Seagate.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything (a) During the Standstill Period, except as provided in Clause 4.2, no Investor shall, and each Investor shall procure that no Affiliate of such Investor shall, directly or indirectly and either alone or together, by any manner acquire or seek to acquire (or agree to, offer to, accept an option or offer to, or enter into any discussions or agreements to, acquire), whether by purchase, contract or otherwise, any ownership interests or voting rights (or rights or options to acquire such interests or rights) in any AY Voting Securities if the acquisition of the number of the voting rights attached to such AY Voting Securities by such Investor and/or any of its Affiliates, directly or indirectly, when added to the contrary contained hereinnumber of the voting rights attached to all AY Voting Securities then held by such Investor and/or its Affiliates, Seller hereby acknowledges in the aggregate, would result in such Investor and/or its Affiliates holding, directly or indirectly, in the aggregate more than the Standstill Percentage of the total voting rights attached to all then outstanding AY Voting Securities. (b) Notwithstanding the foregoing, any Investor Party may at any time acquire (and agrees that agree to, offer to, accept an option or offer to, or enter into any discussions or agreements to, acquire), whether by purchase, contract or otherwise, from any other Investor Party any ownership interests or voting rights (or rights or options to acquire such interests or rights) in any AY Voting Securities, so long as (i) the Preferred Shares aggregate Percentage Interest of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (all Investor Parties, collectively, does not exceed forty-one and a half per cent (41.5%), except as provided in Clause 4.2, and (ii) promptly following such acquisition, the "Consideration Shares") shall only be transferred by Seller pursuant Investors deliver to an effective registration the Company written notice of any reallocation between them of the offering aggregate Standstill Percentage of forty-one and a half per cent (41.5%) as may be required such shares under the Securities Act or in a transaction that no Investor Party is not in violation of applicable securities Laws; (iiClause 4.1(a) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller as a result of such Preferred Shares acquisition. (c) In no case shall the existence of any option or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (agreement to acquire all or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average any portion of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Option Shares, or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting discussion of any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions foregoing, constitute a violation of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesAgreement.

Standstill. Notwithstanding anything From and after the Closing, except as provided in Section 4.3, or unless otherwise approved, or an exemption or waiver is otherwise approved, by the Unaffiliated Directors, each A/N Party and each Liberty Party shall not, and shall use reasonable best efforts to cause its Representatives not to, directly or indirectly: (a) engage in any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under Exchange Act) or consents relating to the contrary contained hereinelection of directors with respect to the Company, Seller hereby acknowledges become a “participant” (as such term is defined under Regulation 14A under the Exchange Act) in any solicitation seeking to elect directors not nominated by the Board of Directors, or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to advise or influence any Person or 13D Group with respect to the voting of any Voting Securities, in each case, with respect thereto, other than (subject to Section 4.4) with respect to the election of the Investor Designees; (b) deposit any Voting Securities in any voting trust or similar arrangement that would prevent or materially interfere with the Investor Party’s right or ability to satisfy its obligations under this Agreement; (c) propose any matter for submission to a vote of stockholders of the Company or call or seek to call a meeting of the stockholders of the Company; (d) other than the A/N Proxy, grant any proxies with respect to any Voting Securities of the Company to any Person (other than to a designated representative of the Company pursuant to a proxy statement of the Company); (e) form, join, encourage the formation of or engage in discussions relating to the formation of, or participate in a 13D Group with respect to Voting Securities of the Company; (f) take any action, alone or in concert with others, or make any public statement not approved by the Board of Directors, in each case, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries other than, in each case, through participation on the Board and agrees that the applicable committees pursuant to Sections 3.2 and 3.4 of this Agreement, respectively; (g) offer or propose to acquire or agree to acquire (or request permission to do so), whether by joining or participating in a 13D Group or otherwise, Beneficial Ownership of Voting Securities in excess of the Cap, except in accordance with Section 4.1; (h) enter into discussions, negotiations, arrangements or understandings with, or advise, assist or encourage any Person with respect to any of the actions prohibited by Section 4.1 or this Section 4.2; (i) publicly seek or publicly request permission to do any of the Preferred Shares of Purchaser delivered under the provisions foregoing, publicly request to amend or waive any provision of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares 4.2 (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in including this clause (iiii). Each direct ), or indirect transferee publicly make or seek permission to make any public announcement with respect to any of the Preferred Shares shall agree foregoing; (j) enter into any agreement, arrangement or understanding with respect to be subject to any of the provisions foregoing; or (k) contest the validity or enforceability of the agreements contained in Section 4.1 or this Section 2.2.1(b) and 4.2 or seek a release of the related provisions restrictions contained in Section 4.1 or this Section 4.2 (whether by legal action or otherwise), other than in accordance with this Agreement; provided, however, that nothing contained in this Section 4.2 shall limit, restrict or prohibit any non-public discussions with or communications or proposals to management or the Board by the Investor Party, its controlled Affiliates or Representatives relating to any of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesforegoing.

Standstill. Notwithstanding anything So long as the Company is in compliance with its obligations under this Agreement, then unless approved in advance by the Board of Directors of the Company, each Holder agrees that neither it nor any of its Representatives acting on behalf of such Holder will, for a period ending immediately after the annual shareholders meeting of the Company in 2016 (and in all events no later than December 31, 2016), directly or indirectly: (a) make any proposal to the contrary contained hereinBoard of Directors of the Company, Seller hereby acknowledges and agrees that any of the Company’s Representatives or any of the Company’s stockholders regarding, or make any public announcement, proposal or offer (including “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Exchange Act) offering (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Preferred Shares Company or any of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelyits subsidiaries, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Preferred Shares shall not be converted to Common Shares prior to Company or any of its subsidiaries, except in each case solely in connection with contractual arrangements between MSKCC and the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (Company or its direct or indirect transferee) under the Securities Act; and then existing subsidiaries, (iii) following any acquisition by MSKCC or any of its Affiliates of any of the Waiting PeriodCompany’s equity securities representing in aggregate more than one percent (1%) of outstanding voting power in shares of the Company, or rights or options to acquire interests in any of the Seller Company’s equity securities representing in aggregate more than one percent (1%) of outstanding voting power in shares of the Company, (iv) any proposal by MSKCC to seek representation on the Board of Directors of the Company; or (b) form an Exchange Act Section 13(d) “group” with any third party to take any of the actions set forth in Section 4.1(a); (c) in the case of MSKCC together with any of its Affiliates, acquire (or its direct propose or indirect transferee) shall not convert agree to acquire), of record or beneficially, by purchase or otherwise, any equity securities representing in aggregate more than that number one percent (1%) of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average outstanding voting power in shares of the closing last trade price Company, or rights or options to acquire interests in any of the Company’s equity securities representing in aggregate more than one percent (1%) of outstanding voting power in shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇the Company.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. (a) The Investor agrees that until the Termination Date, none of the Investor, Parent or any of its other controlled Affiliates, shall directly or indirectly: (i) except at the specific written request of the Company or pursuant to a Competing Bid, propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of the Subsidiaries; (ii) otherwise act alone to publicly seek, or act in concert with others to seek, to control the management, Board or policies of the Company; provided that the actions permitted by clause (i) of this Section 4.8(a) and the actions of the Investor Observer in connection with serving as such shall be deemed to not violate this clause (ii); (iii) except as permitted by clause (i) of this Section 4.8(a), acquire additional shares of Voting Stock without the consent of the Board if the effect of such acquisition would be to increase the percentage of Total Current Voting Power of the Company represented by all Voting Stock beneficially owned by the Investor Group, including any Voting Stock issuable upon the exercise of any Non-Voting Convertible Shares, to more than 17.5% of the sum of (A) the Company’s shares of Common Stock then outstanding, and (B) any shares then issuable pursuant to the Warrant; (iv) solicit or participate in the solicitation of proxies with respect to any Voting Stock, or seek to advise or influence any person with respect to the voting of any Voting Stock (other than as otherwise provided or contemplated by this Agreement); (v) deposit any Voting Stock in a voting trust or, except as otherwise provided or contemplated herein, subject any Voting Stock to any arrangement or agreement with any third party with respect to the voting of such Voting Stock; (vi) join a 13D Group (other than a group comprising solely of the Investor and its Affiliates) for the purpose of acquiring, holding, voting or disposing of Voting Stock or Non-Voting Convertible Shares; (vii) except at the specific written request of the Company or pursuant to a Competing Bid, take any action which would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination or merger involving the Company or any of its Subsidiaries; (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (ix) knowingly advise, assist or encourage any other Persons in connection with any of the foregoing; or (x) publicly request that the Company (or its respective directors, officers, affiliates, employees or agents), directly or indirectly, amend or waive any provision of this Section 4.8(a), unless and until the Person seeking such amendment or waiver has received the prior written invitation or approval of the Company. Notwithstanding anything to the contrary contained hereinin this Agreement, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under prohibitions in this Article IV shall not affect the provisions of this Section 2.2.1 and any shares of Common Stock issued upon Investor’s ability to hold the conversion of such Preferred Shares (collectivelyShares, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares prohibitions in this Section 4.8 shall not be converted to Common Shares prior prevent the Investor from making any confidential offer or proposal to the date Board for a potential transaction (the period prior to such dateincluding a Change of Control transaction), the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following if (w) a Change of Control of the Waiting PeriodCompany has occurred, (x) the Seller Company has entered into an agreement providing for a Change of Control of the Company, (y) a third party has made a public offer or its direct proposal (including a tender or indirect transfereeexchange offer) shall not convert more or publicly announced an intention to make any such offer or proposal that would, if consummated, result in a Change of Control of the Company, or (z) any Person or 13D Group (other than (A) the Company Existing Control Group, or (B) any Person or 13D Group that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand files a statement on Schedule 13G with the SEC and Five Hundred Dollars ($37,500), per week, such amount computed based indicates on the five day moving average cover page thereof that such Schedule 13G is being filed pursuant to Rule 13d-1(b) under the Exchange Act) has acquired beneficial ownership of Voting Stock representing 15% or more of the closing last trade price Total Current Voting Power of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchangethe Company represented by all Voting Stock, and Seller shall be prohibited from converting any amount of Consideration Shares then, in excess of that permitted each case in this clause (iii), the prohibitions in this Section 4.8 shall immediately terminate without further force or effect and the Investor shall be released from compliance therewith. (b) In the event that the Company becomes aware that the Investor Group’s beneficial ownership exceeds the ownership limitations under Section 4.8(a), the Company will promptly provide written notice to the Investor. Each direct or indirect transferee Following delivery of such notice, at the option of the Preferred Shares Company, the Investor must either (i) sell shares of Common Stock to the Company, as soon as reasonably practicable after it receives notice thereof from the Company, at the closing price of the Common Stock on a Trading Market on the day prior to the date on which the Investor receives such notice, or (ii) sell such shares to a third party as soon as reasonably practicable after receiving such notice (which sale shall agree not be restricted by Section 4.9), in each case to be subject cause the Investor Group’s beneficial ownership not to exceed such ownership limitations. If the Investor violates the provisions of clause (ii) of Section 4.8(a), the sole and exclusive remedy of the Company shall be to require (including through an action seeking specific performance under Section 7.13) the Investor to sell such shares of Common Stock that exceed the ownership limitations pursuant to the preceding sentence either to the Company or a third party, together with reasonable attorney’s fees and expenses incurred directly by the Company in connection with enforcing its rights under this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares4.8(b).

Standstill. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and (a) TLI agrees that during the term of this Agreement, it shall not, alone or in conjunction with any third party, without the prior written consent of the Company: (i) acquire or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the Preferred Shares Company such that TLI’s beneficial ownership of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Company’s Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration would exceed 38% of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Lawsthen currently outstanding Common Stock; (ii) the Preferred Shares shall not be converted to Common Shares prior make, initiate or submit any proposal to the date Company’s stockholders not supported by a majority of the Board (and in no event with respect to any recommended nominee or slate of nominees for election to the period prior Board except in accordance with the terms of this agreement), or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such dateterms are used in the rules of the Securities and Exchange Commission (“SEC”)), or seek to advise or influence any person or entity with respect to the "Waiting Period"voting of any voting securities of the Company except to vote in favor of matters for which the Board has recommended a vote “for”; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its securities or assets; (iv) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act, in connection with any of the foregoing; (v) enter into any voting agreement with respect to any Company capital stock; or (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 (vi) above; provided that, this Section 2(a) shall be suspended if the Company enters into any definitive agreement for, or the Board approves or recommends, or there is the earlier otherwise announced, any acquisition by any Person (other than TLI) or group of (x) six more than 50% of the Company’s outstanding voting securities (6measured immediately following the closing of the proposed transaction) months after with the date purpose or effect of issuance and delivery to Seller changing control of such Preferred Shares the Company or (y) substantially all of the effective date consolidated assets of the Company (collectively, a registration statement regarding “Change of Control Proposal”), including by way of tender or exchange offer, merger, purchase of assets or otherwise having that purpose or effect and any such suspension pursuant to this sentence shall terminate and the offering obligations hereunder shall be reinstated upon the termination of such shares by the Seller (or its direct or indirect transferee) under the Securities Actany Change of Control Proposal; and (iii) following the Waiting Periodprovided, the Seller (or its direct or indirect transfereefurther, that nothing contained in this Section 2(a) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirtyprevent or restrict TLI from making any non-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject public proposal to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesBoard. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust, joint venture, unincorporated organization, other entity.

Standstill. Notwithstanding anything From and after the Closing, except as provided in Section 3.3, or unless otherwise approved, or an exemption or waiver is otherwise approved, by the Unaffiliated Directors, each A/N Party and each ▇▇▇ Party shall not, and shall use reasonable best efforts to cause its Representatives not to, directly or indirectly: (a) engage in any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under Exchange Act) or consents relating to the contrary contained hereinelection of directors with respect to the Company, Seller hereby acknowledges become a “participant” (as such term is defined under Regulation 14A under the Exchange Act) in any solicitation seeking to elect directors not nominated by the Board of Directors, or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to advise or influence any Person or 13D Group with respect to the voting of any Voting Securities, in each case, with respect thereto, other than (subject to Section 3.4) with respect to the election of the Investor Designees; (b) deposit any Voting Securities in any voting trust or similar arrangement that would prevent or materially interfere with the Investor Party’s right or ability to satisfy its obligations under this Agreement; (c) propose any matter for submission to a vote of stockholders of the Company or call or seek to call a meeting of the stockholders of the Company; (d) grant any proxies with respect to any Voting Securities of the Company to any Person (other than to a designated representative of the Company pursuant to a proxy statement of the Company); (e) form, join, knowingly encourage the formation of or engage in discussions relating to the formation of, or participate in a 13D Group with respect to Voting Securities of the Company; (f) take any action, alone or in concert with others, or make any public statement not approved by the Board of Directors, in each case, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries other than, in each case, through participation on the Board and agrees that the applicable committees pursuant to Sections 2.2 and 2.4 of this Agreement, respectively; (g) offer or propose to acquire or agree to acquire (or request permission to do so), whether by joining or participating in a 13D Group or otherwise, Beneficial Ownership of Voting Securities in excess of the Cap, except in accordance with Section 3.1; (h) enter into discussions, negotiations, arrangements or understandings with, or advise, assist or knowingly encourage any Person with respect to any of the actions prohibited by Section 3.1 or this Section 3.2; (i) publicly seek or publicly request permission to do any of the Preferred Shares of Purchaser delivered under the provisions foregoing, publicly request to amend or waive any provision of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares 3.2 (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in including this clause (iiii). Each direct ), or indirect transferee publicly make or seek permission to make any public announcement with respect to any of the Preferred Shares shall agree foregoing; (j) enter into any agreement, arrangement or understanding with respect to be subject to any of the provisions foregoing; or (k) contest the validity or enforceability of the agreements contained in Section 3.1 or this Section 2.2.1(b) and 3.2 or seek a release of the related provisions restrictions contained in Section 3.1 or this Section 3.2 (whether by legal action or otherwise), other than in accordance with this Agreement; provided, however, that nothing contained in this Section 3.2 shall limit, restrict or prohibit any non-public discussions with or communications or proposals to management or the Board by the Investor Party, its controlled Affiliates or Representatives relating to any of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesforegoing.

Standstill. Notwithstanding anything to the contrary contained herein(a) Each IVP Equityholder, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on each ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Equityholder, each BluJay Equityholder, the Founder Holders and the Sponsor (each a, “Standstill Party”), severally and not jointly, agree with PubCo that, from the Effective Date until, and including, the date that is the later of (i) February 4, 2022 and (ii) the date on which PubCo’s 2022 annual meeting of stockholders at which directors are elected occurs (or any postponement or adjournment thereof) (such national securities exchange period, the “Standstill Period”), such Standstill Party shall not, directly or indirectly: (i) make, engage in, or in any way, participate in any “solicitation” of “proxies” (as such terms are used in Regulation 14 of the Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Equity Securities of PubCo or any of its Subsidiaries in favor of the election of any person as a director who is not nominated pursuant to this Agreement or by the Board (or its nominating committee) or in opposition of any individual nominated or designated for appointment or election to the Board by PubCo pursuant to this Agreement (including any “withhold,” “vote no” or similar campaign even if Purchaser's shares are listed conducted as an exempt solicitation) or otherwise in opposition of any IVP Director, Sponsor Director, FP Director or Temasek Director (including by “solicitation” of “proxies” in favor of any opposing nominee of any such individual); (ii) nominate any person as a director who is not nominated pursuant to this Agreement or by the Board (or its nominating committee) (other than by making a non-public proposal or request to the Board or its nominating committee in a manner which would not require the Board or PubCo to make any public disclosure); (iii) take any action in support of or make any proposal or request that constitutes: (i) a change in the number or term of directors or to fill any vacancies on such an exchangethe Board (other than in accordance with this Agreement) or (ii) a change to the composition of the Board, other than by making a non-public proposal or request to the Board (or its nominating committee) in a manner which would not require the Board or PubCo to make any public disclosure; (iv) enter into a voting trust, voting agreement or similar voting arrangement with respect to any Equity Securities of PubCo, or subject any Equity Securities of PubCo to any voting trust, voting agreement or similar voting arrangement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and Seller shall similar other accounts), in each case other than (A) this Agreement, (B) solely with Affiliates or Permitted Transferees of the Standstill Party or (C) granting proxies in solicitations approved by the Board; (v) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act), or knowingly advise, assist or encourage, or enter into any agreement with, any other Person, in connection with any action contemplated by this Section 3.3(a); or (vi) make any public disclosure inconsistent with this Section 3.3(a), or take any action that would reasonably be prohibited from converting expected to require PubCo to make any amount of Consideration Shares in excess of that permitted public disclosure with respect to the matters set forth in this clause Section 3.3(a). (iii). Each direct or indirect transferee of b) Notwithstanding the Preferred Shares shall agree to be subject to the foregoing provisions of this Section 2.2.1(b) and 3.3, the related foregoing provisions of Section 3.3(a) shall not, and are not intended to: (i) prohibit any Party or its Affiliates from privately communicating with, including making any offer or proposal to, the Board (in a manner which would not require the Board or PubCo to make any public disclosure); (ii) restrict in any manner how a Party or its Affiliates vote their Common Stock or other Common Stock, except as provided in Section 3.2 or otherwise as set forth in this Agreement pursuant Agreement; (iii) restrict the manner in which any IVP Director, Sponsor Director, FP Director or Temasek Director may (A) vote on any matter submitted to an instrument the Board or the stockholders of PubCo, (B) participate in form and substance reasonably acceptable deliberations or discussions of the Board (including making suggestions or raising issues to Purchaser the Board) in his or her capacity as a condition to being member of the record Board, or beneficial owner (C) take actions required by his or her exercise of such Preferred Shareslegal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board, provided the foregoing shall not limit an Equityholder’s, the Sponsor’s or the Founder Holders’ obligations hereunder; or (iv) restrict the Sponsor, any Founder Holder or any Equityholder or any of their respective Permitted Transferees from selling or transferring any of their Common Stock in accordance with this Agreement.

Standstill. Notwithstanding anything 12.1 Other than as a result of an offer (as defined in The Takeover Code), recommended by a simple majority of the INEDs, for the Company made by that Shareholder and subject to clause 12.3, for a period of three years from the contrary contained herein, Seller hereby acknowledges and agrees that Effective Date: (ia) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares Olive HoldCo (collectively, the "Consideration Shares"1) shall only be transferred by Seller pursuant not, and shall procure that its subsidiaries shall not; and (2) shall use commercially reasonable endeavours to an effective registration of the offering of such shares under the Securities Act or in a transaction procure that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its no direct or indirect transferee) under the Securities Act; and shareholder of Olive HoldCo (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500including any Olive Holdco Shareholders), per week, no Relative of such amount computed based on the five day moving average a shareholder of Olive HoldCo and no Affiliate of any of the closing last trade price foregoing shall, acquire or agree to acquire, enter into any option to acquire, or enter into or agree to enter into any analogous transaction for or in respect of, any Securities or interest in Securities without the prior approval of shares of Common Stock as quoted on the Board, including, if Red’s Equity Proportion is at least 10 per cent., at least one Red Nominated Director, if ▇▇▇▇▇ ▇▇▇▇▇▇’s Equity Proportion is at least 15 per cent., at least one Olive HoldCo Nominated Director and in any event, a simple majority of all INEDs present and eligible to vote on the decision; and (b) without prejudice to clause 11.1, Red shall not, and shall procure that Red Parent and its subsidiaries shall not, acquire or agree to acquire, enter into any option to acquire, or enter into or agree to enter into any analogous transaction for or in respect of, any Securities or interest in Securities if such acquisition would result in Red’s interest in Securities, when aggregated with any Securities acquired by Red Parent or any of its subsidiaries, exceeding 21 per cent. of the fully-diluted share capital of the Company, unless: (i) such acquisition is made, with the prior approval of the Board, including, if ▇▇▇▇▇ ▇▇▇▇▇▇’s Equity Proportion is at least 15 per cent., by at least one ▇▇▇▇▇ ▇▇▇▇▇▇ Nominated Director and, in any event, a simple majority of all INEDs present and eligible to vote on the decision; or (ii) such acquisition is made (and is no greater than is required) in order to allow Red Parent to continue to “equity account” for Red’s holding of Shares and Red’s Parent has first delivered to the Company a written opinion of its auditors or other firm of chartered accountants of international repute appointed by Red Parent (as applicable) confirming that such acquisition is the minimum acquisition necessary in order to allow Red Parent to continue to “equity account” for Red’s holding of Shares; or (iii) if permitted to be made by the Takeover Panel (in circumstances where the Takeover Panel has determined that the Shareholders are at that time Persons Acting in Concert), on a basis that does not give rise to an obligation on any person to make an offer for the Company under Rule 9 of The Takeover Code, acquisitions to the extent (but only to the extent) necessary to ensure that Olive HoldCo and Red’s aggregate holding of Shares (having been reduced to less than 50 per cent. of the voting rights (as defined in The Takeover Code) of the Company other than by a Disposal of any interest in a Share by either of them or any Person Acting in Concert with either of them) is such national securities exchange if Purchaser's shares are listed on that they have an aggregate interest in more than 50 per cent. of the voting rights of the Company; or (iv) within 30 days of such an exchangeacquisition, and Seller Red Parent or any of its subsidiaries disposes of Securities such that Red’s interest in Securities, when aggregated with any Securities acquired by any of Red Parent’s subsidiaries, no longer exceeds 21 per cent of the fully diluted share capital of the Company. 12.2 For the purposes of clause 12.1, a person shall be prohibited from converting any amount of Consideration treated as having an “interest” in Securities or Shares in excess of that permitted in this clause only if: (iii). Each a) he owns them; (b) he has the right (whether conditional or absolute) to exercise or direct or indirect transferee the exercise of the Preferred Shares shall agree voting rights attaching to be subject them or has general control of them; (c) by virtue of any agreement to purchase, option or derivative he: (i) has the provisions right or option to acquire them or call for their delivery; or (ii) is under an obligation to take delivery of this Section 2.2.1(bthem, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or (d) and the related provisions of this Agreement pursuant he is party to an instrument in form and substance reasonably acceptable any derivative: (i) whose value is determined by reference to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.their price; and

Standstill. Notwithstanding anything to (a) From the contrary contained hereindate hereof until the fourth anniversary of the Closing Date, Seller hereby acknowledges the Schlumberger Parties and agrees that their Affiliates (and anyone acting on behalf of any such Persons) will not, and will not enter into any agreement, understanding or other binding arrangement to: (i) acquire, directly or indirectly, Beneficial Ownership of any equity securities of the Preferred Shares Company other than in connection with a share split, share dividend or similar transaction; (ii) publicly seek, make or take any action to solicit or encourage any offer or proposal for any merger, consolidation, tender or exchange offer, sale or purchase of Purchaser delivered assets or securities or other business combination, restructuring, recapitalization or similar transaction involving the Company; (iii) “solicit” or become a “participant” in any “solicitation” of any “proxy” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) from or by any other stockholder of the Company in connection with any vote on any matter (whether or not relating to the election or removal of directors), or agree or announce its intention to vote with any Person or group undertaking a “solicitation”; (iv) form, join or in any way participate in a “group” (as defined under Section 13(d) of the Exchange Act or the rules promulgated thereunder) with respect to any equity securities of the Company; (v) grant any proxies to any third party with respect to any equity securities of the Company (other than as recommended by the Board) or deposit any equity securities of the Company in a voting trust; or (vi) request, propose or otherwise seek, in each case in a manner that would require public disclosure, any amendment or waiver of the provisions contained in clauses (i)-(v) of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares 3.1(a). (collectively, the "Consideration Shares"b) shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or The restrictions set forth in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transfereeSection 3.1(a) shall not convert more apply at any time during which the Schlumberger Parties and their Affiliates collectively Beneficially Own less than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average 10% of the closing last trade price of shares of outstanding Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Stock.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything Other than pursuant to the contrary contained hereinpreemptive rights set forth in Article III, Seller hereby acknowledges and agrees that as contemplated by the Purchase Agreement, any exercise of the Warrant or actions taken by the Series A Director in his/her capacity as a member of the Board in light of such director’s fiduciary duties, until the earlier of (ia) the Preferred Shares 3rd anniversary of Purchaser delivered under the provisions date hereof, (b) the expiration of this Section 2.2.1 the right of Series A Requisite Investors to elect the Series A Director, and any (c) the date on which the Investors and their Affiliates beneficially own less than 5% of the shares of Common Stock then issued upon the conversion of such Preferred Shares (collectivelyand outstanding, the "Consideration Shares") Investors shall not (provided, that the foregoing limitation shall only be transferred by Seller pursuant apply to an effective registration the “Power Opportunities” and “Opportunities” strategies of the offering Investors, and not to any other strategies of such shares under the Securities Act Investors, the Investors’ Affiliates or any of its or their other investments or portfolio companies), except as expressly approved or invited in writing by the Company: (i) directly or indirectly, acquire beneficial ownership of Common Stock or Common Stock Equivalents or any instrument that gives the Investor or any of its Affiliates the economic equivalent of ownership of Common Stock (a transaction that is not in violation of applicable securities Laws“Derivative”); (ii) make a tender, exchange or other offer to acquire Common Stock or Common Stock Equivalents; (iii) directly or indirectly, (1) seek to have called any meeting of the Preferred Shares stockholders of the Company or propose any matter to be voted upon by the stockholders of the Company, or (2) propose or nominate for election to the Board of Directors any person whose nomination has not been approved by a majority of the Board of Directors (excluding the Series A Director); (iv) directly or indirectly, knowingly encourage or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) for Common Stock (if such offer or proposal would, if consummated, result in a Change of Control of the Company, such offer or proposal is referred to as an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer filed after such offer has commenced, the Investor shall not be converted to Common Shares prior prohibited from taking any of the actions otherwise prohibited by this Section 5.1 for so long as the Board of Directors maintains and does not withdraw such recommendation; (v) directly or indirectly, knowingly solicit proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act); (vi) publicly propose (1) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s assets or businesses or any similar transaction involving the Company or (2) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the date Company, in each case without the prior written consent of the Board (the period prior to such date, the "Waiting Period"a transaction described in clauses (1) and (2) that would result in a Change of Control, is referred to as a “Business Combination”); (vii) knowingly act in concert with any Third Party to take any action in clauses (i) through (vi) above; (viii) make any public announcement regarding, or take any action that would reasonably be expected to require the earlier Company to make a public announcement regarding, a potential Business Combination or any of the matters set forth in clauses (xi) six through (6vii) months after the date of issuance and delivery to Seller of such Preferred Shares above; or (yix) enter into any arrangements or agreements with any Person relating to the effective date of a registration statement regarding foregoing actions referred to in (i) through (vii) above; provided, however, that nothing contained in this Section 5.1 shall prohibit the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Investor or any such national securities exchange if Purchaser's shares are listed on such an exchangeof their Affiliates from making confidential, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject non-public proposals to the provisions Board of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesDirectors.

Standstill. Notwithstanding anything (a) The Stadium Capital Group agrees that, until the earlier of (i) ten (10) days prior to the contrary contained hereindeadline for submission of stockholder nominees for the Company’s 2017 annual meeting of stockholders or (ii) the date that is 100 days prior to the first anniversary of the 2016 Annual Meeting (the “Standstill Period”), Seller hereby acknowledges neither it nor its Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and agrees individually referred to as the “Stadium Capital Affiliates,” provided that no portfolio company of the Stadium Capital Group shall be deemed a “Stadium Capital Affiliate”) shall, directly or indirectly, alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act) except as otherwise provided for in the Agreement (including this Amendment); (ii) form, join, or in any way participate in any Group (as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons who are not Stadium Capital Affiliates with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in the Agreement (including this Amendment); (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, any securities of the Company that would result in the Stadium Capital Group (together with the Stadium Capital Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in more than 14% in the aggregate of the shares of Common Stock outstanding at such time; provided, that, nothing herein will require Common Stock to be sold to the extent the Stadium Capital Group and the Stadium Capital Affiliates, collectively, exceed the ownership limit under this paragraph as the result of a share repurchase or similar Company actions that reduces the number of outstanding shares of Common Stock; (iv) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities of the Company held by the Stadium Capital Group or any Stadium Capital Affiliate to any person or entity that is not (A) a party to the Agreement, (B) a member of the Board, (C) an officer of the Company or (D) a Stadium Capital Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party”), that would knowingly result in such Third Party, together with its affiliates and associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 10% of the shares of Common Stock outstanding at such time, except in a transaction approved by the Board or in an arms-length transaction to a nationally recognized brokerage firm where the Stadium Capital Group is not otherwise aware of the identity of the buyer of the shares; (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or proposal (with or without conditions) with respect to any tender or exchange offer, merger, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company or its material assets (each, an “Extraordinary Transaction”), or (C) call or seek to call a special meeting of stockholders; (vi) unless otherwise approved by the Board, take any public action in support of, take any action that would cause or require the Company to make public disclosure of, or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board (other than as provided in the Agreement (including this Amendment)); (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 (other than as provided in the Agreement (including this Amendment)); (D) seeking to have the Company waive or make amendments to the Charter or Bylaws (other than as provided in the Agreement (including this Amendment)), 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) 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; (viii) seek, alone or in concert with others, representation on the Board, except as specifically provided for in the Agreement (including this Amendment); (ix) seek to advise, encourage, support or influence any person with respect to the voting or disposition of securities of the Company at any annual or special meeting of stockholders except as specifically provided for in the Agreement (including this Amendment); (x) make any public disclosure, announcement or statement regarding 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 the Agreement (including this Amendment) that is inconsistent with the provisions of the Agreement (including this Amendment); or (xi) enter into any discussions, negotiations, agreements, or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing. (b) Each member of the Stadium Capital Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any Stadium Capital Affiliate, as applicable, to be present for quorum purposes and to be voted, at the 2016 Annual Meeting and at any adjournments or postponements thereof, in favor of (i) the Preferred Shares re-election of Purchaser delivered under any individual who is a director of the provisions Company as of the date of this Section 2.2.1 Amendment, subject, in each case, to nomination of such director by the Board, (ii) the 2016 Declassified Board Proposal, (iii) the 2016 Supermajority Voting Proposal, (iv) the “say-on-pay” vote regarding the compensation paid to the Company’s named executive officers and any (v) the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent auditors for fiscal year 2016. Except as specifically set forth above, the Stadium Capital Group may vote their shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇their discretion.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to (a) Except as otherwise expressly provided in this Agreement (including Section 2.05(c), this Section 3.01, Section 3.02 or Section 3.03) or as specifically approved by a majority of the contrary contained hereinNon-Investor Directors, Seller hereby acknowledges and agrees that including at least two Independent Directors (so long as such approval was not obtained by any of the Investors in violation of this Agreement), none of the Investors or any of their respective Affiliates shall, directly or indirectly, (i) by purchase or otherwise, Beneficially Own, acquire, agree to acquire or offer to acquire any Voting Securities or direct or indirect rights or options to acquire Voting Securities (including any voting trust certificates representing such securities) other than the Preferred Initial Shares, the Original Goldman Shares and Ordinary Course Broker Dealer Shares, and, subject to Section 4.01(c), the Additional Shares, (ii) enter, propose to enter into, solicit or support any merger or business combination or similar transaction involving Hexcel or any of Purchaser delivered its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of Hexcel or any of its Subsidiaries (except for proposals to purchase or acquire a non-material portion of the assets of Hexcel or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules promulgated by the SEC under the provisions Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of securityholders for such purposes with respect to any matter other than those upon which the Investors may vote in their sole respective discretion pursuant to Section 2.08 (or, as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Exchange Act), (iv) form, join or in any way participate in a Group (other than a Group consisting solely of the Investors) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities that would be required under Section 13(d) of the Exchange Act to file a Statement on Schedule 13D with respect to such Voting Securities, (v) deposit any Voting Securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement, the Ciba Pledge Agreements (as defined in Section 4.01(b)) and such voting trusts or agreements which are solely between Investors or made between the Investors and the Company pursuant to this Agreement), (vi) seek representation on the Board, the removal of any directors from the Board or a change in the size or composition of the Board (in each case, other than as provided in this Agreement), (vii) make any request to amend or waive any provision of this Section 2.2.1 and 3.01, which request would require public disclosure under applicable law, rule or regulation, (viii) disclose any shares intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration any of the offering foregoing) or take any action that would require public disclosure of any such shares under intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the validity or enforceability of the foregoing or (x) assist, advise, encourage or negotiate with any Person with respect to, or seek to do, any of the foregoing. (b) Nothing in this Section 3.01 shall (i) prohibit or restrict any of the Investors from responding to any inquiries from any shareholders of Hexcel as to the Investors' intention with respect to the voting of any Voting Securities Act or in a transaction that Beneficially Owned by such Investors so long as such response is not in violation consistent with the terms of applicable securities Lawsthis Agreement; (ii) restrict the Preferred Shares shall not be converted right of each Investor Director on the Board or any committee thereof to Common Shares prior to vote on any matter as such individual believes appropriate in light of his or her duties as a director or committee member or the date (manner in which an Investor Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the period prior to such date, the "Waiting Period") that is the earlier Board or as a member of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Actany committee thereof; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares subject to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500Section 4.01(c), per weekprohibit the Investors from Beneficially Owning Voting Securities issued as dividends or distributions in respect of, such amount computed based on or issued upon conversion, exchange or exercise of, securities which the five day moving average Investors are permitted to Beneficially Own under this Agreement; (iv) prohibit any officer, director, employee or agent of the closing last trade price Investors from purchasing or otherwise acquiring Voting Securities so long as he or she is not a member of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or a Group that includes any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to Investors or is not otherwise acting on behalf of any of the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.Investors;

Standstill. Notwithstanding anything (a) From the First Closing Date until the date on which the CD&R Designator is no longer entitled to designate a Director to the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Board pursuant to Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively2.2, the "Consideration Shares") CD&R Parties, the Purchaser and the CD&R Manager shall only be transferred by Seller pursuant to an effective registration not, shall cause each other CD&R Entity or Affiliate of the offering Purchaser or the CD&R Manager not to, shall use its reasonable best efforts to cause any portfolio company of such shares under any CD&R Entity or Affiliate of the Securities Act Purchaser or in a transaction that is the CD&R Manager not in violation of applicable securities Laws; (ii) the Preferred Shares to, and shall not be converted knowingly direct, recommend or encourage any such portfolio company to Common Shares knowingly, directly or indirectly, without the prior written approval of at least a majority of the Directors not designated by the CD&R Designator: (1) acquire, agree to the date acquire, propose or offer to acquire (the period prior to such dateincluding through any hedging or other similar transaction), the "Waiting Period") Equity Securities or securities that is the earlier are convertible or exchangeable into (or exercisable for), Equity Securities, other than as a result of (x) six (6) months after the date any stock split, stock dividend or subdivision of issuance and delivery to Seller of such Preferred Shares Equity Securities or (y) the effective date of a registration statement regarding the offering of such shares exercise by the Seller CD&R Parties of their preemptive rights pursuant to Section 2.6 below or (or its direct or indirect transfereez) under any Capitalization Issue in accordance with the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Authorizing Resolutions or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee conversion of the Preferred Shares shall pursuant to the Authorizing Resolutions; (2) transfer any Equity Securities into a voting trust or similar contract or subject any Equity Securities to any voting agreement, pooling arrangement or similar arrangement (other than the Voting Agreement), or grant any proxy with respect to any Equity Securities (other than to the Company or a person specified by the Company in a proxy card provided to shareholders of the Company by or on behalf of the Company); (3) enter, agree to enter, or publicly propose or offer to enter into any merger, business combination, sale of assets, recapitalization, restructuring or change in control transaction; (4) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in Section 14A of the Exchange Act and the regulations promulgated thereunder) to vote, or advise or knowingly influence any Person with respect to the voting of, any Equity Securities, other than on behalf of the Company or to effectuate the governance arrangements contemplated by the Transaction Documents; (5) call, or seek to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company, other than to effectuate the governance arrangements contemplated by the Transaction Documents; (6) form, join or in any way participate in a group (as defined in Section 13(d)(3) of the Exchange Act) with respect to any Equity Securities, other than with First Reserve or its Affiliates to the extent permitted by the Voting Agreement; (i) Transfer any Equity Securities to any Person who or that is (or will become upon consummation of such sale, transfer or other disposition) a beneficial owner of 10% or more of the Adjusted Ordinary Shares; or (ii) without the prior written consent of the Company, on any single day, Transfer more than 10% of the Adjusted Ordinary Shares through the public markets, in each case, other than pursuant to an underwritten registered public offering; or (8) publicly disclose any intention, plan, arrangement or other contract prohibited by the foregoing. (b) The Purchaser, the CD&R Manager and the CD&R Parties shall not, shall cause each other CD&R Entity or Affiliate of the Purchaser or the CD&R Manager not to and shall use its reasonable best efforts to cause any portfolio company of any CD&R Entity or Affiliate of the Purchaser or the CD&R Manager not to knowingly, directly or indirectly, take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger, sale of assets or other type of transaction or matter described in Section 2.3(a). (c) For the avoidance of doubt, this Section 2.3 shall in no way limit the ability of the Directors to act in their capacity as Directors, restrict any CD&R Entity from making private proposals to the Board, or limit the CD&R Parties’ ability to vote or Transfer (subject to Section 2.3(a)(7)) any Equity Securities. (d) The obligations of the provisions Purchaser, the CD&R Manager and the CD&R Parties in this Section 2.3 shall terminate and be of no further effect if the CD&R Parties no longer Beneficially Own at least 20% of the Adjusted Ordinary Shares and (1) the Company enters into a definitive agreement with respect to a merger, business combination, or sale of all or substantially all of its direct and indirect assets, recapitalization or change of control transaction; (2) the Company commences a process to solicit proposals with respect to any of the transactions described in clause (1) of this Section 2.2.1(b2.3(d), or publicly approves or recommends any of the transactions described in clause (1) of this Section 2.3(d); or (3) a third party acquires, makes an offer to acquire, or makes a public announcement with respect to its intention to make an offer to acquire (whether by a merger, business combination, sale of assets, recapitalization, restructuring, tender or exchange offer, or otherwise) 20% or more of the Company’s assets, or 20% or more of any class of securities of the Company and the related provisions of this Agreement pursuant to an instrument Board publicly recommends in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner favor of such Preferred Sharesacquisition.

Standstill. Notwithstanding anything During the Standstill Period, so long as the Company has not intentionally and materially breached this Agreement or the Existing Agreement and failed to cure such breach within five business days of written notice from the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and Sarissa Group specifying any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelybreach, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Sarissa Group and its Affiliates will not, without the prior written consent of the offering Company: (a) acquire, offer, seek or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise (but excluding any action by the Company such as a stock dividend), Beneficial Ownership of such shares under Voting Stock of the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior Company if after giving effect to such date, acquisition the "Waiting Period") that is Sarissa Group would Beneficially Own more than the earlier higher of (x) six (6) months after 6.96% of the date outstanding shares of issuance Voting Stock of the Company and delivery to Seller of such Preferred Shares or (y) such higher amount that any other person or group required to file on Schedule 13D is permitted to buy or own pursuant to the effective date terms of, or as a result of a registration statement regarding being waived through, the offering of such shares Rights Plan (including any amendments thereto) or any replacement thereof or other rights plan implemented by the Seller Company (and the Company agrees not to include a “trigger amount”, applicable to any other person or group not required to file on Schedule 13D, under the Rights Plan (including any amendments thereto) or any replacement thereof or other rights plan implemented by the Company, of more than 15% Beneficial Ownership of Voting Stock of the Company, unless such higher “trigger amount” also applies to any person or group required to file on Schedule 13D) or, if the Rights Plan (including any amendments thereto) and any replacement thereof and any other rights plan implemented by the Company, have expired or are otherwise no longer in effect, such higher amount that any other person or group is permitted to buy or own pursuant to the terms of, or as a result of being approved to acquire in accordance with, Section 203 of the Delaware General Corporation Law (and the Company agrees that it will grant similar waivers or approvals to the Sarissa Group under the Rights Plan (including any amendments thereto) or replacement thereof or other rights plan implemented by the Company or Section 203, as it has granted or hereafter does grant, to any such person or group); (b) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the SEC), or seek to advise or influence any person with respect to the voting of, any Voting Stock of the Company (other than in the Sarissa Designee’s capacity as a member of the Board in a manner consistent with the Board’s recommendation in connection with such matter); (c) separately or in conjunction with any other person in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, submit a proposal for or offer of (with or without conditions) (including to the Board), any Extraordinary Transaction. “Extraordinary Transaction” means any of the following involving the Company or any of its Subsidiaries or its direct or indirect transferee) under their securities or a material amount of the Securities Actassets or businesses of the Company or any of its Subsidiaries: any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution; and provided, however, this subparagraph (iii) following the Waiting Period, the Seller (or its direct or indirect transfereec) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on prevent the five day moving average Sarissa Designee acting in his capacity as a director of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any Company from raising such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of matter at the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.Board;

Standstill. Notwithstanding anything to (a) Except as otherwise expressly provided in this Agreement (including Section 2.05(c), this Section 3.01, Section 3.02 or Section 3.03) or as specifically approved by a majority of the contrary contained hereinIndependent Directors (so long as such approval was not obtained by the Investors in violation of this Agreement), Seller hereby acknowledges and agrees that none of the Investors or any of their Affiliates shall, directly or indirectly, (i) by purchase or otherwise, Beneficially Own, acquire, agree to acquire or offer to acquire any Voting Securities or direct or indirect rights or options to acquire Voting Securities (including any voting trust certificates representing such securities) other than the Preferred Initial Investors' Shares, Ordinary Course Broker Dealer Shares and, subject to Section 4.01(d), the Additional Shares, (ii) enter, propose to enter into, solicit or support any merger or business combination or similar transaction involving Hexcel or any of Purchaser delivered its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of Hexcel or any of its Subsidiaries (except for proposals to purchase or acquire a non-material portion of the assets of Hexcel or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules promulgated by the SEC under the provisions Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of securityholders for such purposes with respect to any matter other than those upon which the Investors may vote in their sole discretion pursuant to Section 2.07 (or, as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Exchange Act), (iv) form, join or in any way participate in a Group (other than a Group consisting solely of the Investors) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities that would be required under Section 13(d) of the Exchange Act to file a Statement on Schedule 13D with respect to such Voting Securities, (v) deposit any Voting Securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement), (vi) seek representation on the Board (other than as provided in this Agreement), the removal of any directors from the Board or a change in the size or composition of the Board, (vii) make any request to amend or waive any provision of this Section 2.2.1 and 3.01, which request would require public disclosure under applicable law, rule or regulation, (viii) disclose any shares intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration any of the offering foregoing) or take any action that would require public disclosure of any such shares under intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the validity or enforceability of the foregoing or (x) assist, advise, encourage or negotiate with any Person with respect to, or seek to do, any of the foregoing. (b) Nothing in this Section 3.01 shall (i) prohibit or restrict the Investors from responding to any inquiries from any shareholders of Hexcel as to the Investors' intention with respect to the voting of any Voting Securities Act or in a transaction that Beneficially Owned by the Investors so long as such response is not in violation consistent with the terms of applicable securities Lawsthis Agreement; (ii) restrict the Preferred Shares shall right of each Investors' Director on the Board or any committee thereof to vote on any matter as such individual believes appropriate in light of his or her duties as a director or committee member or the manner in which an Investors' Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or as a member of any committee thereof; (iii) prohibit the Investors from Beneficially Owning Voting Securities issued as dividends or distributions in respect of, or issued upon conversion, exchange or exercise of, securities which the Investors are permitted to Beneficially Own under this Agreement; (iv) prohibit any officer, director, employee or agent of the Investors from purchasing or otherwise acquiring Voting Securities so long as he or she is not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date a member of a registration statement regarding Group that includes the offering Investors or is not otherwise acting on behalf of such shares by the Seller Investors; (or its direct or indirect transfereev) prohibit the Investors from disclosing in accordance with their obligations (if any) under the Securities Actfederal securities laws or other applicable law their desire (if any) that Hexcel become the subject of a Buyout Transaction; and or (iiivi) following restrict the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number ability of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇, ▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares & Co. and its Affiliates who are listed not Investors, solely as agent, to engage in brokerage, investment advisory, anti-raid advisory, merger advisory, financing, asset management, trading, arbitrage and other similar activities, in each case on such an exchangebehalf of clients, and Seller shall be prohibited from converting any amount provided in the case of Consideration Shares in excess of that permitted in this clause (iii). Each direct vi) that (A) no Person engaged in such activities shall be acting, directly or indirect transferee indirectly, at the direction of any other Person at ▇▇▇▇▇▇▇, Sachs & Co. or any of its Affiliates which either is formed for the purpose of effecting principal transactions or has access to confidential information of Hexcel, and (B) appropriate protective arrangements prohibiting disclosure of confidential information are put in place between the Investors and the Persons who are engaging in such activities. (c) After the Standstill Period, nothing in this Section 3.01 shall prohibit or restrict the Investors from proposing, participating in, supporting or causing the consummation of a Third Party Offer or an Investor Buyout Transaction, subject to Section 3.03. (d) Notwithstanding anything to the contrary set forth in this Section 3.01, if, at any time following the consummation of a bankruptcy proceeding involving Hexcel, any Person (other than Hexcel) is permitted by law or the bankruptcy court in which the proceeding is pending to propose a plan of reorganization for Hexcel, the Investors shall be permitted to propose a plan of reorganization for Hexcel; provided, that no plan of reorganization shall be proposed by the Investors prior to the expiration or termination of the Preferred Shares exclusivity period for Hexcel's filing of a plan of reorganization, as such exclusivity period may be extended from time to time (it being understood and agreed that the Investors shall agree not object to be subject any extension of Hexcel's exclusivity period and shall not initiate or otherwise support any proceeding to terminate or shorten the provisions length of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesHexcel's exclusivity period).

Standstill. Notwithstanding anything Except as provided in Section 3.3, or unless this Agreement is terminated pursuant to Article V, or unless otherwise approved, or an exemption or waiver is otherwise approved, by a majority of the Other Directors, the Investor will not, and will cause each of its controlled Affiliates not to, and will use reasonable best efforts to cause its Representatives not to, directly or indirectly: (a) engage in any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under Exchange Act) or consents relating to the contrary contained hereinelection of directors with respect to the Company, Seller hereby acknowledges become a “participant” (as such term is defined under Regulation 14A under the Exchange Act) in any solicitation seeking to elect directors not nominated by the Board of Directors, or agree or announce an intention to vote with any Person undertaking a “solicitation”, or seek to advise or influence any Person or 13D Group with respect to the voting of any Voting Securities, in each case, with respect thereto, other than the Investor Designees; (b) deposit any Voting Securities in any voting trust or similar arrangement that would prevent or materially interfere with the Investor's right or ability to satisfy its obligations under this Agreement; (c) propose any matter for submission to a vote of shareholders of the Company or call or seek to call a meeting of the shareholders of the Company; (d) grant any proxies with respect to any Voting Securities of the Company to any Person (other than to a designated representative of the Company pursuant to a proxy statement of the Company); (e) form, join, encourage the formation of or engage in discussions relating to the formation of, or participate in a 13D Group with respect to Voting Securities of the Company; (f) take any action, alone or in concert with others, or make any public statement not approved by the Board of Directors, in each case, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries other than, in each case, through participation on the Board and agrees that the applicable committees pursuant to Section 2.1 and 2.3 of this Agreement, respectively; (g) offer or propose to acquire or agree to acquire (or request permission to do so), whether by joining or participating in a 13D Group or otherwise, Beneficial Ownership of Voting Securities in excess of the Cap, except in accordance with Section 3.1; (h) enter into discussions, negotiations, arrangements or understandings with, or advise, assist or encourage any Person with respect to any of the actions prohibited by Section 3.1 or this Section 3.2; (i) publicly seek or publicly request permission to do any of the Preferred Shares of Purchaser delivered under the provisions foregoing, publicly request to amend or waive any provision of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares 3.2 (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in including this clause (iiii). Each direct ), or indirect transferee publicly make or seek permission to make any public announcement with respect to any of the Preferred Shares shall agree foregoing; (j) enter into any agreement, arrangement or understanding with respect to be subject to any of the provisions foregoing; or (k) contest the validity or enforceability of the agreements contained in Section 3.1 or this Section 2.2.1(b) and 3.2 or seek a release of the related provisions restrictions contained in Section 3.1 or this Section 3.2 (whether by legal action or otherwise), other than in accordance with this Agreement; provided, however, that nothing contained in this Section 3.2 shall limit, restrict or prohibit any non-public discussions with or communications or proposals to management or the Board by the Investor, its controlled Affiliates or Representatives relating to any of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesforegoing.

Standstill. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges From and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance this Agreement, unless an exemption or waiver is otherwise approved in advance in writing by the Board, Shareholder shall not, and delivery shall cause its Affiliates not to Seller and its and their Representatives acting on their behalf not to, until the Standstill Fall-Away Date, directly or indirectly: (a) engage in any “solicitation” of “proxies” (as such Preferred terms are defined under Regulation 14A under the Exchange Act) or consents to vote (or withhold the vote of) any Shares, or conduct any binding or nonbinding referendum with respect to any Shares, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or consents) with respect to any Shares, or otherwise become a “participant” in a “solicitation” (as such term is defined under Regulation 14A under the Exchange Act) to vote (or withhold the vote of) any Shares or other Capital Stock of the Company; provided that the foregoing will not be deemed to restrict or limit in any manner in which Shareholder or its Affiliates votes any of its Shares or Capital Stock, directly or by proxy, subject to compliance with the other terms and conditions of this Agreement; (yb) other than through participation on the effective date of a registration statement regarding the offering of such shares by the Seller Board (or its direct applicable committee) or indirect transfereeany statements of opinion relating to corporate governance strategy that are not specifically targeted at the Company or the Board, make any public statement with the effect of: (i) under controlling, changing or influencing the Securities Act; Board, management or policies of the Company, including any plans or proposals to change the voting standard with respect to director elections, the number of directors or the removal of any directors (other than Shareholder Nominees), or to fill any vacancies on the Board (other than Shareholder Nominees), except as contemplated in this Agreement, (ii) causing any change in the capitalization, share repurchase programs and practices or dividend policy of the Company, (iii) following causing any other change in the Waiting PeriodCompany’s management, business or corporate structure, (iv) seeking to have the Seller (Company waive or its direct make amendments or indirect transferee) shall not convert more than that number modifications to the Articles of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average Association or policies of the closing last trade price Company (each as may be amended from time to time) or other actions that may impede or facilitate the acquisition of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee control of the Preferred Shares shall agree Company by any person; (v) causing a class of securities of the Company to be subject delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (vi) causing a class of securities of the provisions Company to become eligible for termination of this Section 2.2.1(b) and the related provisions of this Agreement registration pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being Section 12(g)(4) of the record or beneficial owner of such Preferred Shares.Exchange Act;

Standstill. Notwithstanding anything From the date hereof until the third anniversary of the date of this letter, C▇▇▇ agrees not to, and to cause any person or entity controlled by him not to, directly or indirectly, without the contrary contained herein, Seller hereby acknowledges and agrees that prior written consent of Parent: (i) the Preferred Shares in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, by purchase, merger, joint venture, business combination, tender offer or otherwise, any securities or direct or indirect rights to acquire any securities of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelyParent, the "Consideration Shares") shall only be transferred Company, any of their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Seller pursuant to an effective registration Parent, the Company or any of their respective subsidiaries or affiliates, or any assets of Parent, the offering Company or their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Parent, the Company or any of such shares under the Securities Act their respective subsidiaries or in a transaction that is not in violation of applicable securities Lawsaffiliates; (ii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the Preferred Shares rules of the SEC) to vote, or seek to advise or influence any person or entity with respect to the voting of any voting securities of Parent, the Company, any of their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Parent, the Company or any of their respective subsidiaries or affiliates; (iii) enter into any arrangements, understandings or agreements (whether written or oral) with a third party, or advise, assist or encourage, any other third party in connection with any of the foregoing; or (iv) request that Parent amend, waive or terminate any provision of this paragraph if such request would require Parent to make a public announcement of the foregoing; provided, however, that the restrictions contained in this Section 11 (i) shall cease to apply upon the termination of the ARCP Merger Agreement in accordance with its terms (provided that such termination is not be converted as a result of or otherwise related to Common Shares any breach of this Section 11), and (ii) prior to the date (consummation of the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) ARCP Transaction shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on prohibit or otherwise restrict C▇▇▇▇▇▇▇▇▇▇.▇▇’▇ exercise of his fiduciary duties under applicable law in his capacity as a director or officer of any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted the entities described in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares11.

Standstill. Notwithstanding anything Except pursuant to the contrary contained hereinterms of this Agreement, Seller hereby acknowledges the Co-Sale Agreement and the Right of First Refusal Agreement, or upon conversion of the Series D Preferred Stock into Common Stock, BI agrees that until December 31, 2000, BI will not, and will exercise its best efforts to not allow any of its affiliates or associates (as such terms are used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), these terms to have such meaning throughout this Section), from and after the date that such person becomes an affiliate or associate unless in any such case specifically invited to do so by the Board of Directors of Transcend, to: (a) acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire by purchase, by gift, by joining a partnership, limited partnership, syndicate or other "group" (as such term is used in Section 13(d)(3) of the Exchange Act, such terms to have such meaning throughout this Section) or otherwise, any (i) material assets, businesses or properties of Transcend other than in the Preferred Shares ordinary course of Purchaser delivered under business or pursuant to the provisions express terms of this Section 2.2.1 and any the Development Agreement, or (ii) additional shares of Common Stock, Series D Preferred Stock issued upon the conversion or any other securities of Transcend convertible into, exchangeable for or exercisable for Common Stock (all such Preferred Shares (securities, collectively, "VOTING SECURITIES"); (b) participate in the formation or encourage the formation of any "Consideration Shares"person" (as such term is used in Section 13(d)(3) shall only be transferred by Seller pursuant to an effective registration of the offering Exchange Act, such term to have such meaning throughout this Section) which owns or seeks to acquire beneficial ownership of any Voting Securities, or join or in any way participate with any such shares person in such action; (c) solicit, or participate in any "solicitation" of "proxies" or become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (iiExchange Act, these terms to have such meaning throughout this Section) the Preferred Shares shall not be converted with respect to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.Transcend;

Standstill. Notwithstanding anything (a) Prior to the contrary contained hereinSunset Date, Seller hereby acknowledges neither Grupo VM nor any Affiliate of Grupo VM shall: (i) effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A) any acquisition of any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of Holdco or any Holdco Subsidiary, (B) any tender or exchange offer, merger or other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets of Holdco and agrees the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any equity securities of Holdco; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as (A) with respect to any such discussions occurring prior to the Decrease Date with respect to matters of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC and (B) with respect to any such discussions occurring after the Decrease Date, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Prior to the Decrease Date, Section 5.01(a) shall also not prohibit any transaction (or any proposal, announcement, discussion or arrangement in connection therewith) not of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association (or any successor provisions) and actions in furtherance thereof; provided, however, that immediately subsequent to any such transaction otherwise permitted by this Section 5.01(c), the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage. (d) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and securities of, or entering into any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelymerger or other business combination with, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Person, (ii) the Preferred Shares ownership of such Holdco Equity Securities by such Person shall not be converted to Common Shares prior to a material reason for Grupo VM or such Affiliate acquiring the date (the period prior to securities of, or entering into any such datemerger or other business combination with, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; Person, and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) such Person shall not convert more own, beneficially or otherwise, greater than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average 1% of the closing last trade price Holdco Equity Securities then-outstanding. (e) If (i) the aggregate Percentage Interest of shares Grupo VM and its Affiliates falls below 30% (other than as a result of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting of its Affiliates subsequently purchases any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree pursuant to be subject to the provisions of this Section 2.2.1(b5.01(b)(v) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner result of such Preferred Sharespurchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make a “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. Notwithstanding anything to the contrary contained herein, (a) Seller hereby acknowledges and agrees that until (i) September 30, 2002 and (ii) during any period of time as Seller beneficially owns at least twenty seven and one-half percent (27.5%) of the Preferred Shares outstanding Parent Common Stock, Seller shall not, and shall cause its affiliates not to: (A) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of Purchaser delivered under purchase, merger, business combination or in any other manner, beneficial ownership of any securities or property of Parent or any of its subsidiaries (other than the provisions of this Section 2.2.1 and any shares of Parent Common Stock issued upon issuable under this Agreement and the conversion Strategic Cooperation Agreement (as amended)), provided that after the total number of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by shares issuable to Seller pursuant to an effective registration Section 2.4 of this Agreement have been issued, Seller may purchase additional shares of Parent Common Stock, provided that after any such purchase Seller would beneficially own less than 35% of the offering outstanding shares of Parent Common Stock, (B) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such shares under terms are used in the proxy rules of the Securities Act and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of Parent or any of its subsidiaries, (C) form, join or in any way participate in a transaction "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of Parent or any of its subsidiaries, (D) otherwise act, alone or in concert with others, to seek to control the management, Board, governing instruments, policies or affairs of Parent, (E) make any public disclosure, or take any action that is not could require Parent to make any public disclosure, with respect to any of the matters set forth in violation this Section 10.7, (F) disclose any intention, plan or arrangement inconsistent with the foregoing or (G) advise, assist or encourage any other persons in connection with any of applicable securities Laws; the foregoing. Nothing contained in this Section 10.7(a) shall be construed to prevent Seller from voting its shares of Parent Common Stock that were previously issued to Seller with respect to any matter submitted to a shareholder vote. If Seller's beneficial ownership of shares of Parent Common Stock increases to a percentage equal to or greater than thirty five percent (ii35%) as a result of a decrease in the Preferred Shares number of outstanding shares of Parent Common Stock, such increase shall not be converted deemed to Common Shares prior to the date be a violation of clause (the period prior to such date, the "Waiting Period"A) that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchangeabove, and Seller shall not be prohibited from converting any amount required to dispose of Consideration Shares in excess shares of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner Parent Common Stock by reason of such Preferred Shares.increase. 33 -27-

Standstill. Notwithstanding anything (a) At all times prior to the contrary contained hereinEarly Termination Date, Seller hereby acknowledges Apollo shall not, and agrees that shall cause its Affiliates not to, acquire or agree to acquire, by purchase or otherwise, any Voting Securities of the Company or any of its Affiliates, other than: (i) the Preferred Shares Converted Shares, or an acquisition as a result of Purchaser delivered under a stock split, stock dividend or similar recapitalization, (ii) acquisitions of Voting Securities that together with all Voting Securities owned by Apollo and its Affiliates do not exceed 15% of the Total Voting Power, (iii) stock options or similar rights granted as compensation for performance as a director or officer of the Company or its Subsidiaries (and any shares issuable upon exercise thereof), (iv) transfers between or among the Apollo Entities, (v) any rights that are granted to all Stockholders (and any shares issuable upon exercise thereof), and (vi) acquisitions of Voting Securities approved by the Company; provided, however, that (A) if Apollo or any of its Affiliates in good faith inadvertently acquires Voting Securities in violation of these provisions and within 30 business days after the first date on which it has actual knowledge (including by way of this Section 2.2.1 and written notice given by the Company) that a violation has occurred Apollo or any of its Affiliates shall have transferred any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not held in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted these provisions to Common Shares prior to the date (the period prior unrelated third parties so that Apollo and its Affiliates no longer beneficially own any such shares or have any agreement or understanding relating to such dateshares, this Section 5(a) shall be deemed to not have been violated; and (B) no violation of this provision shall be deemed to have occurred by reason of the "Waiting Period") that is the earlier indirect acquisition of beneficial ownership of securities resulting from (x) six (6) months after the date of issuance and delivery investments in investment funds as to Seller of such Preferred Shares which Apollo has no control or power to control with respect to voting or investment decisions or (y) acquisitions of securities by a limited partner in Apollo or an Affiliate thereof as to which limited partner Apollo has no control or power to control; (b) The obligations of Stockholders under Section 5(a) shall terminate on the effective first date (the "Early Termination Date') on which either of a registration statement regarding the offering following events occurs: (i) The earlier of (A) any time after the fifth anniversary of the Closing Date, if at such time, the Shares represent the lesser of (1) 3% of the fully diluted equity interests in the Company (calculated giving effect to the exercise of all outstanding options, warrants and other rights to purchase or acquire any Equity Interests of the Company), and (2) one million (1,000,000) shares by the Seller (or its direct or indirect transferee) under the Securities Actof Common Stock; and (iiiB) following [__________], 2008. (ii) If the Waiting PeriodCompany shall, the Seller (or in breach of its direct or indirect transferee) shall not convert more than that number of Preferred Shares obligations under this Agreement, fail to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject nominate for election to the provisions of this Section 2.2.1(b) and Board the related provisions of this Agreement designee set forth by Apollo pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesSection 3(a).

Standstill. Notwithstanding anything (a) Prior to the contrary contained hereinSunset Date, Seller hereby acknowledges neither Grupo VM nor any Affiliate of Grupo VM shall: (i) effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A) any acquisition of any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of Holdco or any Holdco Subsidiary, (B) any tender or exchange offer, merger or other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets of Holdco and agrees the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any equity securities of Holdco; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and securities of, or entering into any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelymerger or other business combination with, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Person, (ii) the Preferred Shares ownership of such Holdco Equity Securities by such Person shall not be converted to Common Shares prior to a material reason for Grupo VM or such Affiliate acquiring the date (the period prior to securities of, or entering into any such datemerger or other business combination with, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; Person, and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) such Person shall not convert more own, beneficially or otherwise, greater than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average 1% of the closing last trade price Holdco Equity Securities then-outstanding. (d) If (i) the aggregate Percentage Interest of shares Grupo VM and its Affiliates falls below 30% (other than as a result of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting of its Affiliates subsequently purchases any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree pursuant to be subject to the provisions of this Section 2.2.1(b5.01(b)(v) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner result of such Preferred Sharespurchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make a “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. Notwithstanding anything Intel agrees that, notwithstanding any right of first refusal, preemptive right or other right of Intel to acquire securities of the Company (pursuant to the contrary contained hereinInvestor Rights Agreement or otherwise), Seller hereby acknowledges unless approved by a majority of the disinterested members of the Board (for purposes of this provision, any Intel Designee shall not be deemed “disinterested”), which consent may be withheld in such members’ sole and agrees that absolute discretion, neither Intel nor any of its Affiliates will in any manner, directly or indirectly, alone or in concert with others: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in: (1) any acquisition of, whether by purchase, tender or exchange offer, through the Preferred Shares acquisition of Purchaser delivered 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 provisions Exchange Act), through swap or hedging transactions or otherwise, any securities of this Section 2.2.1 and the Company or any shares of Common Stock issued upon the conversion of securities convertible or exchangeable into or exercisable for any such Preferred Shares securities (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration “securities of the offering Company”) or any rights decoupled from the underlying securities of the Company that would result in Intel (together with its Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in more than 18% or, following the IPO, 20% of the Company’s then‑current Fully Diluted Capitalization at such shares under time; (2) any acquisition of any assets, indebtedness or businesses of the Company or any of its subsidiaries or Affiliates, including any exclusive license of all or substantially all of the Company’s intellectual property; (3) any tender or exchange offer, merger, consolidation, acquisition, or other business combination, involving the Company, any of the subsidiaries or Affiliates or assets of the Company or the subsidiaries or Affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or Affiliates, (4) any recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”); (5) any “solicitation” of proxies (as such terms are used in the proxy rules of the Securities Act and Exchange Commission but without regard to the exclusion set forth in Rule 14a‑1(l)(2)(iv) of the Exchange Act) or in a transaction that is not in violation consents to vote, or seek to advise, encourage or influence any person with respect to the voting of applicable any securities Laws; of the Company or any of its Affiliates; (ii) form, join, or in any way participate in any Group (as such term is defined in Section 13(d)(3) of the Preferred Shares Exchange Act) with respect to any securities or assets of the Company or otherwise act in concert with any Person in respect to such securities or assets (including by exclusive license); (iii) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board; provided however that this subsection (iii) shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after limit the date of issuance and delivery to Seller of such Preferred Shares Intel Designee in fulfilling his or her fiduciary duties as a director in his or her good faith judgment or (y) preclude Intel from engaging in Negotiated Transaction Discussions with the effective date of a registration statement regarding the offering of such shares Company as provided below or, if otherwise permitted by the Seller proviso below, commencing a Permitted Tender Offer (as defined below); (iv) take any action which would or its direct or indirect transfereewould reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in Section 3(a)(i) under the Securities Actabove; and provided however that this subsection (iii) following the Waiting Period, the Seller (or its direct or indirect transfereeiv) shall not convert more preclude Intel from engaging in Negotiated Transaction Discussions with the Company as provided below or, if otherwise permitted by the proviso below, commencing a Permitted Tender Offer; (v) propose any matter to be voted upon by the stockholders of Company; provided however that this subsection (v) shall not (x) limit the Intel Designee in fulfilling his or her fiduciary duties as a director in his or her good faith judgment or (y) preclude Intel from engaging in Negotiated Transaction Discussions with the Company as provided below or, if otherwise permitted by the proviso below, commencing a Permitted Tender Offer; (vi) enter into any formal or informal discussions or arrangements with any third party, other than that number discussions with representatives of Preferred Shares Intel or arrangements with Intel’s controlled Affiliates, with respect to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average any of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchangeforegoing; provided, and Seller that, Intel shall not be prohibited from converting any amount Negotiated Transaction Discussions; provided further that, in the event that in connection with Negotiated Transaction Discussions following an IPO, Intel shall have made to the Board a bona fide, good faith, non‑coercive, comprehensive, binding written offer that (w) provides for the acquisition of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee 100% ownership of the Preferred Shares Company, whether by merger, tender offer or otherwise, (x) treats all stockholders equally (subject only to any required liquidation preference or similar rights in the Company’s certificate of incorporation) and otherwise in a non‑coercive manner, (y) includes a bona fide, objectively reasonable control premium in the circumstances of the Company at that time, and (z) provides the Board adequate time, but in any event not less than fifteen (15) Business Days (the “Evaluation Period”), to evaluate the proposal, negotiate the terms thereof and consider and develop alternatives and otherwise exercise its fiduciary duties (such an acquisition proposal meeting the conditions of clauses (w)‑(z), a “Qualified Acquisition Proposal”) and shall agree have negotiated (for its part) in good faith with the Company and the Board with respect to be subject to such Qualified Acquisition Proposal, and the provisions Board shall have rejected such Qualified Acquisition Proposal (or not accepted it after the lapse of this Section 2.2.1(bat least five (5) Business Days since the last version of such offer) and the related provisions of this Agreement pursuant Evaluation Period shall have lapsed, Intel may, consistent with applicable securities laws, engage in a tender offer to an instrument the Company’s stockholders on terms no less favorable (in form any respect) to the Company and substance reasonably acceptable to Purchaser as a condition to being its security holders than set forth in the record or beneficial owner Qualified Acquisition Proposal, commenced within thirty (30) Business Days of such Preferred Sharesrejection (or deemed rejection) of the Qualified Acquisition Proposal (a “Permitted Tender Offer”).

Standstill. You hereby agree that, unless otherwise agreed or invited in writing by the Company, neither you nor any of your controlled Affiliates who are provided with Evaluation Material or Transaction Information or any other of your Representatives acting on your behalf or at your direction will, directly or indirectly: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s material assets or businesses, or similar transactions involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Company (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of the Company’s (x) outstanding capital stock or (y) consolidated assets, is referred to as a “Business Combination”), (ii) publicly propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities of the Company, (iii) nominate any person as a director of the Company, or (iv) propose any matter to be voted upon by the stockholders of the Company; (c) form or join a third party “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; (d) request the Company (or any of its officers, directors or Representatives) to amend or waive any provision of this paragraph 7 (including this sentence) or (e) take any action that would reasonably be expected to require the Company to make a public announcement regarding a potential Business Combination with you; provided, however, that the restrictions set forth in this paragraph 7 shall terminate immediately upon the earliest of (x) nine months from the date of this agreement, (y) upon the Company’s entering into a definitive agreement with a third party for a transaction involving a Business Combination after the date of this letter agreement, or (z) if a third party commences, or publicly announces its intention to commence, a tender or exchange offer which, if consummated, would result in a Business Combination, on the earlier of (i) the tenth day after such commencement or public announcement if the Company has not publicly recommended against such offer by such date, and (ii) the date on which the Company publicly recommends in favor of, or states that it takes no position with respect to or is unable to take a position with respect to, such offer (any of (x), (y) or (z), a “Fall-Away Event”). Notwithstanding anything to the contrary contained hereinin this letter agreement, Seller hereby acknowledges (A) you and agrees that (i) your Representatives shall be permitted to make proposals to the Preferred Shares Board of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Directors of the offering Company (or any duly constituted committee thereof) on a confidential basis, so long as such proposal would not reasonably be expected to require the Company to make a public announcement regarding such proposal and (B) from and after a Fall-Away Event, nothing in this letter agreement will restrict you or your Representatives from taking any of such shares under the Securities Act actions described in this paragraph 7 or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior from publicly disclosing Transaction Information to the date (the period prior extent reasonably necessary to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇comply with disclosure obligations.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to (a) Except as otherwise expressly provided in this Agreement (including Section 2.05(c), this Section 3.01, Section 3.02 or Section 3.03) or as specifically approved by a majority of the contrary contained hereinNon-Investor Directors, Seller hereby acknowledges and agrees that including at least two Independent Directors (so long as such approval was not obtained by any of the Investors in violation of this Agreement), none of the Investors or any of their respective Affiliates shall, directly or indirectly, (i) by purchase or otherwise, Beneficially Own, acquire, agree to acquire or offer to acquire any Voting Securities or direct or indirect rights or options to acquire Voting Securities (including any voting trust certificates representing such securities) other than the Preferred Initial Shares, the Original Goldman Shares and Ordinary Course Broker Dealer Shares, and, subject to Section 4.01(c), the Additional Shares, (ii) enter, propose to enter into, solicit or support any merger or business combination or similar transaction involving Hexcel or any of Purchaser delivered its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of Hexcel or any of its Subsidiaries (except for proposals to purchase or acquire a non-material portion of the assets of Hexcel or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules promulgated by the SEC under the provisions Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of securityholders for such purposes with respect to any matter other than those upon which the Investors may vote in their sole respective discretion pursuant to Section 2.08 (or, as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Exchange Act), (iv) form, join or in any way participate in a Group (other than a Group consisting solely of the Investors) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities that would be required under Section 13(d) of the Exchange Act to file a Statement on Schedule 13D with respect to such Voting Securities, (v) deposit any Voting Securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement, the Ciba Pledge Agreements (as defined in Section 4.01(b)) and such voting trusts or agreements which are solely between Investors or made between the Investors and the Company pursuant to this Agreement), (vi) seek representation on the Board, the removal of any directors from the Board or a change in the size or composition of the Board (in each case, other than as provided in this Agreement), (vii) make any request to amend or waive any provision of this Section 2.2.1 and 3.01, which request would require public disclosure under applicable law, rule or regulation, (viii) disclose any shares intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration any of the offering foregoing) or take any action that would require public disclosure of any such shares under intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the Securities Act validity or in a transaction that is not in violation enforceability of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of foregoing or (x) six (6) months after the date of issuance and delivery assist, advise, encourage or negotiate with any Person with respect to, or seek to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Perioddo, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average any of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇foregoing.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted (b) Nothing in this clause Section 3.01 shall (iii). Each direct i) prohibit or indirect transferee restrict any of the Preferred Shares shall agree Investors from responding to be subject any inquiries from any shareholders of Hexcel as to the provisions Investors' intention with respect to the voting of this Section 2.2.1(b) and any Voting Securities Beneficially Owned by such Investors so long as such response is consistent with the related provisions terms of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.this

Standstill. Notwithstanding anything to the contrary contained herein, Seller Mutual hereby acknowledges covenants and agrees that that, on or before the fifth anniversary of the date hereof, it will not, and will cause Mutual Affiliates to not, without the prior written consent of a majority of the members of the Company's Board of Directors, do any of the following except pursuant to Section 2 hereof: (ia) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and acquire, offer or agree to acquire any shares of Common Stock issued upon the conversion (or options or warrants to acquire, or securities convertible into or exchangeable for, shares of Common Stock) if, as a result of such Preferred Shares acquisition, Mutual (collectively, the "Consideration Shares"together with any Mutual Affiliates) shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert would Beneficially Own more than that a number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause a number equal to forty percent (iii). Each direct or indirect transferee 40%) of the outstanding shares of Common Stock plus forty percent (40%) of the shares of Common Stock issuable upon conversion of the Convertible Notes plus forty percent (40%) of the number of shares of Common Stock issuable upon conversation of the Preferred Shares Stock; provided, however, that, for purposes of computing such amount, the 29,800 shares of Common Stock Beneficially Owned by Invista Capital Management, Inc. ("Invista") on November 3, 1997 shall agree be excluded from such calculation for as long as such shares are regarded as Beneficially Owned by Invista (and no longer) and provided that no executive officer or director of Mutual or Principal or any employee of Mutual, Principal, or any of their affiliates other than officers, directors or employees of Invista charged with the responsibility thereof shall participate in the voting of such shares and provided further that for so long as the Convertible Notes are outstanding, Mutual and the Mutual Affiliates, in the aggregate, will not vote or act on written consent in any matter coming before shareholders at any shareholder meeting or shareholder action in excess of forty percent (40%) of the shares of Common Stock outstanding plus forty percent (40%) of the shares of Preferred Stock outstanding; (b) directly or indirectly commence or participate in a solicitation of proxies either to be subject oppose the election of any Person to the provisions Board of this Section 2.2.1(bDirectors or to seek the removal of any Person from the Board of Directors, which Person has been nominated by the Nominating Committee of the Board of Directors; (c) and vote its shares of Common Stock for the related provisions election of this Agreement pursuant any Person to an instrument in form and substance reasonably acceptable the Board of Directors other than the Persons nominated by the Nominating Committee of the Board of Directors; or (d) directly or indirectly make or solicit or assist any third party to Purchaser as make a condition tender or exchange offer to being purchase any shares of Common Stock or make any public announcement concerning, or submit any written proposal to the record Board of Directors of the Company for a merger, share exchange, acquisition of substantially all of the assets or beneficial owner of such Preferred Sharessimilar transaction involving the Company.

Standstill. Notwithstanding anything to From the contrary contained hereindate hereof until the earlier of the valid termination of this Agreement and the Closing, Seller hereby acknowledges and each Stockholder agrees that none of such Stockholder, any of its Affiliates or its or its Affiliates’ Representatives will, and each Stockholder will cause each of its Affiliates and its and its Affiliates’ Representatives not to, directly or indirectly, in any manner: (i) initiate, join or support, either directly or indirectly, any Proceeding, including any derivative action brought in the Preferred Shares name of Purchaser delivered Parent or the Company, as applicable, against or involving Parent, the Company and/or any of their respective current or former Affiliates and their and their Affiliates’ respective current or former Representatives (the Company and such Affiliates and such Representatives, and Parent’s respective current or former Affiliates and Parent’s and its Affiliates’ current or former Representatives, collectively, the “Third-Party Beneficiaries”), except for any Proceedings to enforce, this Agreement; (ii) make any communication (including any public statement) to any Third Party that does or would reasonably be expected to in any way (x) criticize, disparage, call into disrepute, defame, slander, damage or create a negative impression of any of the Transactions, Parent, the Third-Party Beneficiaries or any of their businesses, products or services, provided, this clause (ii)(x) shall in no way limit each Stockholder’s ability to make truthful and not misleading statements regarding the Transactions, Parent, the Company or the Third-Party Beneficiaries if legally required to do so by a court of competent jurisdiction in any subsequent legal proceeding or (y) trigger public disclosure obligations for Parent or the Company regarding the Transactions; (iii) agree, propose or offer to acquire, directly or indirectly, by purchase or otherwise, or direct others in the direct or indirect acquisition of, any securities issued by Parent or the Company or securities convertible into or exchangeable for the shares of Parent or the Company (or any rights decoupled from the underlying securities) or assets of Parent or the Company, or engage in any direct or indirect purchase of any derivative security, including any purchase, sale or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction with respect to any security (other than a broad-based market basket or index)) or enter into any derivative or other agreement, arrangement or understanding that ▇▇▇▇▇▇ or transfers, in whole or in part, any securities that includes, relates to or derives any significant part of its value from a change in the market price or value of any securities of Parent or the Company; (iv) make or be the proponent of any stockholder proposal (pursuant to applicable securities laws) or seek any form of proxy with respect to the removal or replacement of the General Partner of the Operating Partnerships or with respect to the removal, election or appointment of any person to, or representation of any person on, the board of directors of Parent, the board of directors of the Company or the General Partner of the Operating Partnerships, or becoming a participant with a Third Party in any solicitation of any such proxies (including a “withhold” or similar campaign) or making statements regarding how the Stockholders intend to vote, or the reasons therefor with respect to a proposal being voted on by stockholders, or instructing or recommending to other stockholders how to vote with respect to a proposal being voted on by stockholders or otherwise communicate pursuant to applicable securities laws or conduct, or knowingly encourage, advise or influence any person or knowingly assist any person in so encouraging, advising or influencing any person with respect to conducting any type of referendum, binding or non-binding (other than such encouragement, advice or influence that is consistent with Parent’s or the Company’s management’s recommendation in connection with such matter or otherwise specifically permitted under this Agreement); (v) (A) seek, alone or in concert with others, or submit, or encourage any person or entity to seek or submit, nominations in furtherance of a “contested solicitation” for the election or removal of Parent’s directors or the Company’s directors, (B) call, seek to call or request that (or knowingly encourage any person to request that) Parent or the Company call, any special meeting of stockholders of Parent or the Company, as applicable, or (C) present, or knowingly encourage any Person to present, any matter at any meeting of stockholders of Parent or the Company; (vi) make any request for a stockholder list of materials or other books and records of Parent or the Company or their respective Affiliates under applicable statutory or regulatory provisions providing for stockholder access to books and records; (vii) form, join, act in concert with or in any way participate in any partnership, limited partnership, syndicate or other group (including, without limitation, a “group” as defined under Section 13(d) of the Exchange Act) with respect to any securities of Parent or the Company; (viii) solicit or induce, or attempt to solicit or induce, any Person for the purpose (which need not be the sole or primary purpose) of (A) causing any funds or accounts with respect to which any Acquired Company provides Investment Management Services (directly or indirectly (including to any Fund in which a Person invested)) to be withdrawn from such management or other services in favor of another Person or (B) causing any Client (or investor therein) not to engage an Acquired Company to provide, directly or indirectly, Investment Management Services for any additional funds or accounts or otherwise not invest or increase an existing investment (or otherwise attempt to cause any of the foregoing to occur) in favor of another Person; (ix) otherwise divert or take away (or seek or otherwise prepare to divert or take away) any funds or investment accounts with respect to which any Acquired Company provides, directly or indirectly, Investment Management Services, in favor of another Person; or (x) enter into any arrangements, agreements or understandings with (whether written or oral), or advise, finance (through equity, debt or otherwise) or assist any Third Party to take or cause any action or make any statements inconsistent with any of the foregoing, or enter into any arrangement with any other Person that engages in any of the foregoing, or otherwise take or cause any action or make any statements inconsistent with any of the foregoing. Without limiting the foregoing, from the date hereof until the earlier of the valid termination of this Agreement and the date that is one year after the Closing Date, Stockholders shall not make any publications or disclosures with respect to the matters contemplated herein without the prior review and consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), except to the extent required by applicable Law; provided that in the case of disclosure required by law, the Stockholders shall give Parent and its legal counsel a reasonable opportunity to review and comment on such disclosures, and shall consider in good faith any such reasonable comments prior to any such disclosures being made public; provided, further, that nothing in this Agreement shall prohibit the Stockholders from responding to a comment from a Third Party if the Stockholders believe in good faith that such comment is false or misleading. It is expressly agreed that the Third-Party Beneficiaries shall be intended third-party beneficiaries of the provisions of this Section 2.2.1 4.09 and, in each case, shall be entitled to enforce such provisions in the same manner and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (same extent as the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii)parties. Each direct or indirect transferee of the Preferred Shares shall The parties agree to perform all further acts and execute, acknowledge and deliver any documents that may be subject reasonably necessary to carry out the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares4.09.

Standstill. You hereby agree that, unless otherwise agreed or invited in writing by the Company, neither you nor any of your controlled Affiliates who are provided with Evaluation Material or Transaction Information or any other of your Representatives acting on your behalf or at your direction will, directly or indirectly: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Company’s material assets or businesses, or similar transactions involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Company (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of the Company’s (x) outstanding capital stock or (y) consolidated assets, is referred to as a “Business Combination”), (ii) publicly propose or seek, whether alone or in concert with others, any “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities of the Company, (iii) nominate any person as a director of the Company, or (iv) propose any matter to be voted upon by the stockholders of the Company; (c) form or join a third party “group” (as such term is used in Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; (d) request the Company (or any of its officers, directors or Representatives) to amend or waive any provision of this paragraph 7 (including this sentence) or (e) take any action that would reasonably be expected to require the Company to make a public announcement regarding a potential Business Combination with you; provided, however, that the restrictions set forth in this paragraph 7 shall terminate immediately upon the earliest of (x) nine months from the date of this letter agreement, (y) upon the Company’s entering into a definitive agreement for a transaction involving a Business Combination after the date of this letter agreement, or (z) if a third party commences, or publicly announces its intention to commence, a tender or exchange offer which, if consummated, would result in a Business Combination, on the earlier of (i) the tenth day after such commencement or public announcement if the Company has not publicly recommended against such offer by such date, and (ii) the date on which the Company publicly recommends in favor of, or states that it takes no position with respect to or is unable to take a position with respect to, such offer (any of (x), (y) or (z), a “Fall- Away Event”). Notwithstanding anything to the contrary contained hereinin this letter agreement, Seller hereby acknowledges (A) you and agrees that your Representatives shall be permitted to make proposals to the Company or its Representatives on a confidential basis, so long as such proposal would not reasonably be expected to require the Company to make a public announcement regarding such proposal, (iB) the Preferred Shares of Purchaser delivered under the provisions of from and after a Fall-Away Event, nothing in this Section 2.2.1 and letter agreement will restrict you or your Representatives from taking any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act actions described in this paragraph 7 or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior from publicly disclosing Transaction Information to the date extent reasonably necessary to comply with disclosure obligations and (C) nothing in this letter agreement will restrict you or your Representatives from (1) complying with Sections 13(d) and 13(g) of the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance Exchange Act and delivery to Seller of such Preferred Shares Regulation 13D-G thereunder or (y2) taking or omitting to take any action related to the effective date of a registration statement regarding the offering of such shares by the Seller Collaboration (or its direct or indirect transfereeas defined below) under the Securities Act; and (iii) following the Waiting Period, the Seller provided that this clause (or its direct or indirect transferee2) shall not convert more than that number of Preferred Shares apply with respect to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars clauses ($37,500), per week, such amount computed based on the five day moving average b)-(d) of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions first sentence of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesparagraph 7).

Standstill. Notwithstanding anything to the contrary contained herein(a) Except as otherwise provided in this Agreement, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to from the date (the period prior to such date, the "Waiting Period") that is hereof until the earlier of (x) six (6) months after the fifth anniversary of the date of issuance the Purchase Agreement and delivery to Seller of such Preferred Shares or (y) the effective date the Total Ownership Amount is less than the Release Share Total (the "Standstill Period"), without the prior approval of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average majority of the closing last trade price Non-Investor Directors, no Investor-Related Party shall, directly or indirectly, (i) acquire voting securities of the Company that would result in the Investor Group Beneficially Owning, in the aggregate, a percentage of the Outstanding Shares in excess of the sum of (A) the Closing Ownership Percentage plus (B) 1% (excluding any changes to ownership resulting solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company), (ii) make, solicit, initiate, encourage or participate in any offer or proposal that would reasonably be expected to result in a Change of Control or, if made by a Person other than an Investor-Related Party or a group of which an Investor-Related Party is a member, to constitute a Third Party Bid, (iii) engage in any "solicitation" of "proxies" (as quoted on such terms are used in the proxy rules promulgated by the SEC under the Exchange Act), other than for the benefit of the Investor Directors, if and to the extent the Investor Group is entitled to designate any Investor Directors hereunder, or the other Director nominees of the Board, (iv) become part of a "group" (other than a group that includes only members of the Investor Group) that would be required to file a Schedule 13D with the SEC disclosing an intention to change or influence the control of the Company, or (v) grant any proxies, transfer shares to any voting trust or enter into any voting agreement (other than (x) among the members of the Investor Group, (y) pursuant to this Agreement or (z) in respect of proxies voting in favor of a slate of Directors nominated by the Board). Notwithstanding the foregoing, any member of the Investor Group may propose, or engage in discussions with the Board regarding, (I) a possible Change of Control transaction involving the Investor Group or (II) a possible acquisition involving members of the Investor Group of the securities or assets of the Company or its subsidiaries, provided that such discussions are not, and shall not be, publicly disclosed by any member of the Investor Group or any other Investor-Related Party or any of their respective respresentatives and would not in the written opinion of counsel to the Company reasonably satisfactory to the Investor Group (it being agreed and acknowledged that Testa, Hurwitz & Thibeault, LLP is satisfactory counsel) be required ▇▇ ▇pp▇▇▇▇▇▇▇▇▇▇.▇▇ la▇ ▇▇ ▇▇ ▇ublicly disclosed. (b) Nothing in this Section 3.01 shall (i) prohibit or restrict any member of the Investor Group from responding to any inquiries from any stockholders of the Company as to such Person's intention with respect to the voting of any Common Stock Beneficially Owned by such Person, (ii) restrict the right of each Investor Director on the Board or any committee thereof to vote on any matter as such national individual believes appropriate or the manner in which an Investor Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or as a member of any committee thereof, (iii) prohibit any member of the Investor Group from acquiring securities exchange if Purchaser's shares are listed on such an of the Company issued by way of conversion, dividend, stock split or other distribution or exchange, and Seller recapitalization or reclassification or similar transaction in respect of securities which such member of the Investor Group is permitted to Beneficially Own under this Agreement, or (iv) except as provided in Section 2.04, restrict the ability of the members of the Investor Group from voting for or against or abstaining from any vote in connection with any Change in Control transaction or Third Party Bid, (v) prevent the members of the Investor Group from selling their Acquisition Shares or (vi) prohibit any member of the Investor Group from complying with applicable law. (c) Each member of the Investor Group shall be prohibited fully released from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b3.01 in the event that (i) the Board fails to appoint Mr. LD as Chairman of the Board at any time that Mr. LD has the right to, and has exercised his right to, be so appointed by the Board in accordance with Section 2.07 and such appointment is not prohibited by the applicable listing or corporate governance standards of the NYSE or any applicable law, rule or regulation, (ii) at any time during the two-year period after the date hereof, an Investor Director then serving on the Board dies, resigns (other than as required by Section 2.03) or is removed or disqualified and the Board fails to appoint to the Board any Investor Director designated by the Investor Group to be so appointed by the Board in accordance with Section 2.01(c)(ii) as successor to such Investor Director and such appointment is not prohibited by the applicable listing or corporate governance standards of the NYSE or any applicable law, rule or regulation, or (iii) the Board fails to appoint Mr. LD to the Board as an Investor Director in accordance with Section 2.01(b) and maintain Mr. LD on the related Board as an Investor Director in accordance with the applicable provisions of this Agreement pursuant to an instrument in form Sections 2.01 and substance reasonably acceptable to Purchaser 2.03 at any time during the three-year period after the date hereof (other than as a condition result of Mr. LD's death or resignation or the prohibition, by the applicable listing or corporate governance standards of the NYSE or any applicable law, rule or regulation, of Mr. LD's appointment to being or continuation of service on the record or beneficial owner of such Preferred SharesBoard as an Investor Director).

Standstill. Notwithstanding anything (a) Purchaser agrees that, from and after the Closing until the later of (x) the first anniversary of the Closing and (y) such time as the Purchaser Preferred Percentage is no longer equal to or greater than 7.5%, Purchaser shall not, directly or indirectly, do any of the following unless requested or approved in advance in writing by the Company (acting through the Company Board): (i) (A) make, or in any way participate in, any “solicitation” of “proxies” (within the meaning of Rule 14a-1 under the Exchange Act) to vote any Voting Stock of the Company or its Subsidiaries, (B) 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 (C) seek the removal of any director from the Company Board (other than the Series B-1 Preferred Director); (ii) make any public announcement with respect to, or submit a proposal or offer for, any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization or other extraordinary transaction involving the Company or any of its Subsidiaries (other than (A) any nonpublic proposal to the contrary Company Board that would not require the Company, Purchaser or any other Person to make any public announcement or other disclosure with respect thereto or (B) any public disclosure in any filings by Purchaser or its Affiliates with the SEC to the extent required by applicable Law or stock exchange rules); (iii) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any Voting Stock of the Company or its Subsidiaries, including with the Viking Purchaser; provided, that taking any action contemplated by this Agreement shall not constitute a violation of this Section 6.17(a)(iii); or (iv) take any action that would reasonably be expected to require the Company to make a public announcement regarding any actions prohibited by this Section 6.17(a); provided, that nothing contained hereinin this Section 6.17(a) shall limit, Seller hereby acknowledges restrict or prohibit (x) any confidential, non-public discussions with or communications or proposals to management or the Company Board by Purchaser or its Affiliates or Representatives related to any of the foregoing, (y) any Purchaser Party’s ability to vote, Transfer, convert, exercise its rights under Section 6.16 or otherwise exercise rights with respect to its Series B-1 Preferred Stock or Company Common Stock in accordance with the terms and agrees that conditions of this Agreement and the Certificate of Designations or (z) the ability of the Series B-1 Preferred Director to vote or otherwise exercise his or her duties or otherwise act in his or her capacity as a member of the Company Board. (b) Notwithstanding the foregoing, the restrictions set forth in Section 6.17(a) shall not apply if any of the following occurs: (i) the Preferred Shares Company enters into a definitive agreement providing for a merger, consolidation or other business combination transaction as a result of Purchaser delivered under which the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration stockholders of the offering Company would own Voting Stock of the resulting corporation having 50% or less of the votes that may be cast generally in an election of directors if all outstanding Voting Stock were present and voted at a meeting held for such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; purpose; (ii) a tender offer or exchange offer for a majority of the Preferred Shares shall not be converted to Common Shares prior to capital stock of the date Company is commenced by a third person (other than Purchaser and its Affiliates), which tender offer or exchange offer, if consummated, would result in a Change of Control (as defined in the period prior Certificate of Designations), and either the Company Board recommends that the stockholders of the Company tender their shares in response to such date, offer or does not recommend against the "Waiting Period") that is the earlier of (x) six (6) months tender offer or exchange offer within ten Business Days after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Actcommencement thereof; and or (iii) following the Waiting PeriodCompany solicits from one or more Persons, or enters into discussions with one or more Persons, regarding a proposal with respect to a merger of, or a business combination transaction involving, the Seller (Company without similarly soliciting a proposal from Purchaser, or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500)the Company makes a public announcement, per week, such amount computed based on with the five day moving average approval of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Company Board, that it is seeking to sell itself.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to (a) Each Seller and each Rice Family Party agrees that, for a period beginning on the contrary contained hereinClosing Date and ending on the third anniversary of the Closing Date, Seller hereby acknowledges it shall not, and agrees that shall cause its controlled Affiliates not to, directly or indirectly: (i) acquire, agree to acquire, or make any public announcement of any proposal or offer to acquire any Common Stock (other than as a result of an issuance of Common Stock in connection with any stock split, pro rata stock dividend, subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise), combination (by reverse equity split, reclassification, recapitalization or otherwise) or any transfer between or among the Preferred Sellers and/or Rice Family Parties and/or their respective controlled Affiliates) if, after consummation of such acquisition, the Sellers and the Rice Family Parties collectively would Beneficially Own (the “Seller Shares”) more than 55.8% of the voting power of the Common Stock on a fully diluted basis (the “Cap”); provided that for purposes of calculating the Seller Shares of Purchaser delivered under subject to the provisions of this Section 2.2.1 and Cap, (A) any shares of Common Stock issued upon the conversion acquired as a result of such Preferred Shares any issuance of Common Stock in connection with any equity award or employee benefit plan, and (collectivelyB) shares of Class A Common Stock of PubCo acquired by Dylan B. Lissette for an aggregate purchase price not to exceed $1 million, the "Consideration Shares") shall only in each case will not be transferred included as Beneficially Owned by any Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Lawsany Rice Family Party; or (ii) other than in connection with any matter recommended by the Preferred Shares Board, enter, agree to enter or make any public announcement of any proposal or offer to enter into any merger, business combination, recapitalization, restructuring, tender offer, change in control transaction or other similar extraordinary transaction involving PubCo or any of its subsidiaries or an acquisition of any assets of PubCo and its subsidiaries, in any case which would result in the Sellers and the Rice Family Parties collectively Beneficially Owning more than the Cap. (b) Each Seller and each Rice Family Party, on the one hand, for so long as the Sponsor Representative is entitled to designate a Sponsor Director pursuant to Sections 2.1(a) and 2.1(c) of the Investor Rights Agreement, and the Sponsor and each Founder Holder, on the other hand, for so long as the Seller Representative is entitled to designate a Seller Director pursuant to Sections 2.1(a) and 2.1(b) of the Investor Rights Agreement, shall not be converted to Common Shares prior not, directly or indirectly, including through any Affiliate within such Party’s control, or through any other Persons who are part of a “group” (as defined in Section 13(d) of the Exchange Act) with such Party, make, engage in, or in any way, directly or indirectly, participate in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC, but without regard to the date exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act) to vote, or seek to influence any other Person with respect to voting of, any voting securities of PubCo or any securities convertible or exchangeable into or exercisable for any such securities, in each case in favor of the election of any Person as a director who is not nominated pursuant to the Investor Rights Agreement or by the Board (or its nominating committee) or to approve stockholder proposals with respect to any provision of this Section 2.1(b) and Section 2.1(c). (c) Until the period prior to such dateannual meeting of stockholders held by PubCo after the third anniversary of the Closing Date, each Seller, each Rice Family Party, the "Waiting Period"Sponsor and each Founder Holder shall not, directly or indirectly, including through any Affiliate within its control, or through any other Persons who are part of a “group” (as defined in Section 13(d) of the Exchange Act) with such Party, other than in accordance with the Investor Rights Agreement: (i) act, alone or in concert with others, to nominate or elect any Person as a director who is not nominated pursuant to the Investor Rights Agreement or by the Board (or its nominating committee) or propose any matter covered by this Section 2.1(c) to be voted upon by the stockholders of PubCo; (ii) take any action in support of or make any proposal or request that is constitutes: (A) advising, controlling, engaging or influencing the earlier Board with respect to any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any other material change with respect to the governance of PubCo, (C) seeking to have PubCo waive provisions in or make amendments or modifications to the Certificate of Incorporation or Bylaws, or (D) a change to the composition of the Board, in each case, other than by making a non-public proposal or request to the Board (or its nominating committee); (iii) publicly disclose any intention, plan or arrangement inconsistent with any provision of Section 2.1(b) and this Section 2.1(c); (iv) knowingly assist or knowingly encourage or enter into any negotiations, agreements or other contracts with any other Persons which would (or the consummation of the transactions contemplated thereby would) violate any provision of Section 2.1(b) and this Section 2.1(c); (v) with respect to any provision of Section 2.1(b) and this Section 2.1(c), (x) six form, join or in any way participate in (6subject to Section 2.1(d)) months after a “group” (within the date meaning of issuance and delivery to Seller Section 13(d)(3) of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Exchange Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per weekexcept with respect to any group consisting of the Sellers and the Rice Family Parties, such amount computed based on the five day moving average of one hand as applicable, or the closing last trade price of Sponsor and the Founder Holders, on the other hand as applicable, with respect to any shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or (including knowingly selling shares of Common Stock to any such national securities exchange if Purchaser's shares are listed on such an exchangegroup); (y) call, and Seller shall or seek to call, a meeting of the stockholders of PubCo or initiate any stockholder proposal for action by stockholders of PubCo with respect to a matter described in Section 2.1(b) or this Section 2.1(c); or (z) take any action that would reasonably be prohibited from converting expected to require PubCo to make a public announcement regarding a matter described in Section 2.1(b) or this Section 2.1(c); or (vi) enter into any amount negotiations, agreements or understandings with any third party with respect to a matter described in Section 2.1(b) or this Section 2.1(c), or knowingly encourage, seek to persuade, or knowingly assist any third party to take any action or make any public statement with respect to a matter described in Section 2.1(b) or this Section 2.1(c) or direct or knowingly assist any Person to do any of Consideration Shares in excess of that permitted the foregoing set forth in this clause (vi), or make any public statement inconsistent with any provision of Section 2.1(b) or this Section 2.1(c). (d) Notwithstanding anything in this Agreement to the contrary, the foregoing provisions of Section 2.1(a), Section 2.1(b), and Section 2.1(c) shall not, and are not intended to: (i) prohibit any Party or its controlled Affiliates from privately communicating with, including making any offer or proposal to, the Board; (ii) restrict in any manner how a Party or its controlled Affiliates vote their Common Stock or other Common Stock, except as provided in the Investor Rights Agreement or Section 2.1(b) of this Standstill Agreement; (iii). Each direct ) restrict the manner in which any Seller Director or indirect transferee Sponsor Director may (A) vote on any matter submitted to the Board or the stockholders of PubCo, (B) participate in deliberations or discussions of the Preferred Shares Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board, or (C) take actions to the extent reasonably taken in connection with his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited to the extent reasonably not taken in connection with his or her legal duties and obligations as a member of the Board; or (iv) restrict any Seller or Rice Family Party or Sponsor or Founder Holder or any of such Party’s Permitted Transferees from selling or transferring any of its Common Stock so long as, in each case, such sale or transfer is in accordance with the Investor Rights Agreement; provided, that the joinder executed by any Permitted Transferee in connection with such sale or transfer shall agree include an obligation to be subject to the provisions of bound by this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesStandstill Agreement.

Standstill. Notwithstanding anything to (a) Unless approved in advance in writing by at least two-thirds of the contrary contained hereindirectors of the Board of Directors of Red Lion, Seller hereby acknowledges and Navy agrees that neither it nor any of its controlled affiliates will, and that it will use its reasonable best efforts to cause its directors and officers not to, directly or indirectly, except as otherwise provided in this Agreement, until the end of the Standstill Period: (i) the Preferred acquire, directly or indirectly, beneficial ownership of any additional Red Lion Common Shares or other equity securities of Purchaser delivered under the provisions of this Section 2.2.1 and Red Lion, other than (i) by exercising any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant preemptive rights available to an effective registration of the offering of such shares under the Securities Act Navy or in a transaction that is not in violation of applicable securities Laws; its affiliates or (ii) as the Preferred Shares shall not be converted to result of any stock split, stock dividend, bonus issue, share subdivision, reverse stock split or similar transaction (provided, however, for the avoidance of doubt, that notwithstanding the foregoing Navy and its controlled affiliates may purchase, in the aggregate, a number of Red Lion Common Shares prior equal to the date number they have sold from after Closing (as adjusted for any stock split, stock dividend, bonus issue, share subdivision, reverse stock split or similar transaction); enter into arrangements, understandings or agreements (whether written or oral) with, or advise, finance or assist any other person in connection with any of the period prior to such dateforegoing; or (ii) enter into arrangements, understandings or agreements (whether written or oral) with, or advise, finance or assist any other person in connection with any of the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Actforegoing; and or (iii) following request, propose or otherwise seek, in each case in a manner that would require public disclosure, any amendment or waiver of the Waiting provisions contained in clauses (i)-(ii) above. (b) Unless approved in advance in writing by at least two-thirds of the directors of the Board of Directors of Red Lion, Navy agrees that neither it nor any of its directors, officers or controlled affiliates will, directly or indirectly, except as otherwise provided in this Agreement, until the end of the Standstill Period: (i) seek, make or take any action to solicit or encourage any offer or proposal for any merger, amalgamation consolidation, tender or exchange offer, sale or purchase of assets or securities or other business combination, restructuring, recapitalization or similar transaction involving Red Lion; (ii) “solicit” or become a “participant” in any “solicitation” of any “proxy” (as such terms are defined in Regulation 14A under the Exchange Act) from any holder of Red Lion Common Shares in connection with any vote on any matter (whether or not relating to the election or removal of directors), or agree or announce its intention to vote with any person undertaking a “solicitation”; (iii) form or join in or in any way participate in a “group” as defined under Section 13(d)(3) of the Exchange Act or the rules promulgated thereunder with respect to any Red Lion Common Shares or other equity securities of Red Lion; (iv) grant any proxies to any third party with respect to any Red Lion equity securities (other than as recommended by the Board of Directors of Red Lion) or deposit any Red Lion equity securities in a voting trust or enter into any other arrangement, understanding or agreement (whether written or oral) with a third party with respect to the voting thereof; (v) seek, alone or in concert with other persons, additional representation on, or propose any changes to the size of, the Seller board of directors of Red Lion; (vi) enter into arrangements, understandings or its direct agreements (whether written or indirect transfereeoral) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500)with, per weekor advise, such amount computed based on the five day moving average finance or assist any other person in connection with any of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ foregoing; or (vii) request, propose or otherwise seek, in each case in a manner that would require public disclosure, any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct amendment or indirect transferee waiver of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(bcontained in clauses (i)-(vi) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesabove.

Standstill. Notwithstanding anything to (a) Until the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares expiration of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date Termination Date (such period, the “Standstill Period”), the Stockholder agrees that without the prior written consent of issuance and delivery to Seller the GEE Board, none of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (Stockholder or its Affiliates will in any manner, directly or indirectly, (i) by purchase or otherwise, acquire, or propose or agree to acquire, ownership (of record or beneficially) of any securities issued by GEE or any direct or indirect transfereerights (including, without limitation, any convertible, derivative or synthetic securities) or options to acquire (or otherwise act in concert with any person which so acquires, offers to acquire or agrees to acquire) such ownership (other than solely from an action by GEE such as a stock split, dividend or recapitalization; any rights granted to all stockholders of GEE, or any GEE securities that may be issued to the Stockholder as part of the Deferred Consideration Amount under the Securities ActPurchase Agreement; and or in connection with Board service by the Nominee); (ii) submit any proposal for, or otherwise offer to enter into, a transaction with GEE involving the acquisition (by merger, tender offer, purchase, statutory share exchange or otherwise) of ownership (including, but not limited to, beneficial ownership) of any securities issued by GEE; (iii) following acquire or agree to acquire or effect control of GEE or directly or indirectly form, join, participate or encourage the Waiting Periodformation of any group (other than with its Affiliates) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any voting securities of GEE or in order to acquire or affect control of GEE; (iv) 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 Exchange Commission) or become a participant in any proxy solicitation or seek to advise or influence any person with respect to the voting of any securities issued by GEE; or (v) initiate, propose or solicit votes for any stockholder proposal or induce or attempt to induce any other person to initiate any stockholder proposal (other than any stockholder proposals recommended by the GEE Board); (vi) call or seek to have called any meeting of the stockholders of GEE or execute any written consent in lieu of a meeting of holders of any securities of GEE; (vii) other than the Nominee, seek election or seek to place a representative on the GEE Board or seek the removal of any member of the GEE Board, in any case alone or in concert with others; (viii) otherwise, directly or indirectly, alone or in concert with others, seek to control the management, Board or policies of GEE; or (ix) make any public announcement with respect to any of the foregoing. (b) Notwithstanding the foregoing clause (a), the Seller (or its direct or indirect transferee) Standstill Period shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand terminate and Five Hundred Dollars ($37,500), per week, such amount computed based the restrictions on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares Stockholder set forth in excess of that permitted in this clause (iii). Each direct a) above shall have no further force and effect in the event that GEE files a petition in bankruptcy or indirect transferee of the Preferred Shares shall agree to be subject for similar relief, is adjudicated bankrupt or insolvent, consents to the provisions appointment of this Section 2.2.1(b) and a receiver or similar official, makes a general assignment for the related provisions benefit of this Agreement pursuant its creditors, or a bankruptcy petition with regard to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record GEE is not discharged or beneficial owner of such Preferred Sharesdenied within 90 days.

Standstill. Notwithstanding anything to From the contrary contained herein, Seller hereby acknowledges and agrees that date hereof until the later of (i) such time as it ceases to own any Securities and (ii) nine (9) months after the Investors are no longer entitled to appoint an Investor Director pursuant to the Certificate of Incorporation (such period, the “Standstill Period”), each Investor agrees that it shall not and shall cause its Affiliates not to: (a) acquire, or propose to acquire, beneficial ownership of any Securities or assets, or rights or options to acquire any Securities or assets, of the Company, including derivative securities representing the right to vote or economic benefits of any such Securities, other than (i) pursuant to a Permitted Offer, (ii) the acquisition of Preferred Shares of Purchaser delivered under Stock and Warrants pursuant to the provisions of this Section 2.2.1 terms and any shares of Common Stock issued conditions set forth in the SPA, (iii) upon the conversion of Preferred Stock and Class B Common Stock pursuant to the terms and conditions set forth in the SPA, the certificates of designation of such Preferred Shares Stock and the Company’s Certificate of Incorporation, (collectivelyiv) upon the exercise of Warrants, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration the terms and conditions set forth in the SPA and such Warrant, and (v) pursuant to the terms and conditions set forth in Article III of this Agreement; provided, that the transfer of Securities among the Investors and to or from any special purpose company formed to hold the beneficial ownership of such Securities, to the extent in compliance with the transfer restrictions and procedures set forth in Section 9.1 of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares SPA, shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of deemed a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions violation of this Section 2.2.1(b5.1(a), provided any such special purpose company is owned exclusively by the Investors and their controlled Affiliates; (b) make, or effect or commence, any tender or exchange offer, merger or other business combination involving the Company, other than pursuant to a Permitted Offer; (c) commence or complete, or propose to commence or complete, any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, other than pursuant to a Permitted Offer; (d) make, or in any way participate in, any Solicitation of proxies to vote or consent, or seek to advise or influence any Person with respect to the voting of, any Securities of the Company, or to become a Participant in any Election Contest with respect to the Company or grant a proxy to any other Person to vote any Securities held by such Investor; (e) form, join or in any way participate in a 13D Group with respect to, or otherwise act in concert with any Person in respect of, any Securities of the Company; provided, that the Investors’ formation of a 13D Group among themselves and any special purpose company formed to hold the related provisions beneficial ownership of such Securities shall not be deemed a violation of this Agreement Section 5.1(e); (f) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, the Board or the policies of the Company, except as expressly granted pursuant to an instrument in form the definitive agreements for the Transaction or by the Board; (g) negotiate with or provide any information to any Person with respect to, or make and substance reasonably acceptable statement or proposal to Purchaser any Person with respect to, or make any public announcement or proposal or offer with respect to, or act as a condition financing source for or otherwise invest in any Person in connection with, or otherwise solicit, seek or offer to being effect any transactions or actions that are prohibited pursuant to this Section 5.1; or (h) advise, assist or encourage any other Person in connection with any transactions or actions prohibited pursuant to the record or beneficial owner foregoing (a)-(g). Notwithstanding the foregoing, nothing in this Section 5.1 shall restrict in any way the actions of any Investor Director in such Preferred Sharesperson’s capacity as a Director.

Standstill. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and (a) BSM agrees that until the Lock-up and Support Agreement has been terminated, and other than in connection with a Transaction as defined in the Lock-up and Support Agreement, or in accordance with its rights under this Agreement or the terms of the Commercial Agreement, it shall not, directly or indirectly (including through any of its Affiliates), alone or jointly or in concert with any other Person, and shall not direct any other Person (including its Representatives) to, without the prior approval of a majority of the directors of the Company who are Independent: (i) acquire or agree to acquire, or make any proposal or offer to acquire any securities of the Preferred Company, other than pursuant to the Pre-Emptive Right, the Top-Up Right or pursuant to transactions that do not result in the Percentage of Outstanding Subordinate Voting Shares being more than 15.93%; (ii) enter into or offer to enter into any acquisition of Purchaser delivered any material assets of the Company or any of its subsidiaries; (iii) make, enter into or offer to enter into any take-over bid (other than an exempt take-over bid that does not result in the Percentage of Outstanding Subordinate Voting Shares being more than 15.93%), amalgamation, arrangement, merger, business combination or similar transaction involving the Company or any of its subsidiaries, or involving any securities or assets of the Company or any of its subsidiaries; (iv) solicit or participate in the solicitation of proxies from the securityholders of the Company; (v) otherwise act to seek to control the management, the Board or policies of the Company other than through the BSM Nominees in their capacity as members of the Board; (vi) establish or attempt to establish, or acquire or attempt to acquire, directly or indirectly, by lease, option, purchase or otherwise, individually or jointly or in concert with any other person any interest in any sugar processing or refining facility located within the United States or Canada; (vii) take any action that would, in the opinion of the Company based on written advice from external legal counsel, under applicable law or the rules of any stock exchange on which the Company’s securities are traded or listed, require the Company to make a public announcement regarding any of the types of matters set forth in this Section 4.3(a); (viii) assist, advise, induce or encourage any other Person to take any action of the type referred to in this Section 4.3(a); (ix) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the matters described in this Section 4.3(a); or (x) make any public announcement with respect to the foregoing. (b) None of the provisions of this Section 2.2.1 and any shares of Common Stock issued upon 4.3 shall be construed to restrict BSM from making confidential proposals to or communications with the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Board and/or management of the offering Company with respect to any transaction. (c) The provisions of such shares under this Section 4.3 shall terminate and be of no further force and effect immediately and automatically upon: (i) the Securities Act public announcement by the Company of a definitive agreement with a person or group of persons other than BSM and its Affiliates that would result in a transaction that is not in violation the securityholders of applicable the Company holding less than 50% of the outstanding voting or equity securities Laws; of the continuing or resulting entity or more than 50% of the assets of the Company and its Affiliates (whether by business combination, amalgamation, plan of arrangement, merger, tender offer, take-over bid, exchange offer, recapitalization, restructuring, liquidation, sale, equity issuance or otherwise); (ii) the Preferred Shares shall not be converted public announcement by any person or group of persons other than BSM and its Affiliates of plans to Common Shares prior make a bona fide proposal or offer to securityholders of the date Company to acquire all or a majority of any class of the Company’s voting or equity securities; or (iii) the period prior public announcement by the Company of its intention to such datesupport or recommend that its equityholders accept (or failing to recommend, the "Waiting Period") that is the earlier of (x) six (6) months after within 15 days from the date of issuance commencement, that its equityholders reject) any tender offer, exchange offer or take-over bid that has been commenced by any person other than BSM or any of its Affiliates and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding which, if consummated, would result in the offering person or persons acquiring all or a majority of such shares by the Seller (any class of voting or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average equity securities of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Company.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything (a) The Investor and its controlled Affiliates agree that following the Closing until the later of (1) the first anniversary of the Closing and (2) the date that the Investor ceases to Beneficially Own three percent (3%) or more of the contrary contained issued and outstanding Voting Securities, the Investor shall not, and shall cause its controlled Affiliates and, if acting at the direction or on the behalf of any Holder or controlled Affiliate of any Holder, the Representatives of the Holders and their controlled Affiliates to not, directly or indirectly, alone or in concert with any other Person, without the prior written consent of the Board or as expressly permitted herein, Seller hereby acknowledges and agrees that : (i) acquire, solicit, propose, seek or offer or agree to acquire any Beneficial Ownership of any Voting Securities, including any rights, warrants or options to acquire, or securities convertible into or exchangeable for, such Voting Securities, that would result in the Preferred Shares Investor Beneficially Owning fifteen percent (15%) or more of Purchaser delivered the issued and outstanding Voting Securities; (ii) publicly propose or publicly offer or participate in any effort to acquire the Company or any of its Subsidiaries or any material assets or operations of the Company or any of its Subsidiaries, or propose, offer or participate in any Change of Control transaction involving the Company or any of its Subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other Extraordinary Transaction involving the Company, any of its Subsidiaries or any material portion of their respective businesses; provided, however, that this clause shall not preclude the tender by any Holder into any third party tender offer or third party exchange offer or the vote by such Holder of any Voting Securities with respect to any Extraordinary Transaction in accordance with Section 3, provided that such Holder is not otherwise in violation of this clause (ii); (iii) knowingly encourage any third party to propose, or offer to acquire Beneficial Ownership of fifteen percent (15%) or more of the issued and outstanding Voting Securities (other than the sale of the Voting Securities Beneficially Owned by the Investor as and to the extent permitted in accordance herewith); (iv) seek to call, request the call of or call a special meeting of the shareholders of the Company, or make or seek to make a shareholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the shareholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s shareholders, or seek election to the Board or seek to add, replace or remove a director of the Company; (v) solicit proxies, designations or written consents of shareholders, or conduct any binding or nonbinding referendum with respect to Voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any Voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act), other than solicitations or acting as a participant in support of the voting obligations of such Holders pursuant to Section 3, if applicable; (vi) seek or propose to influence, change or control the management or the Board or the governance or policies of the Company, including by means of a solicitation of proxies or seeking to influence or direct the vote of any holder of Voting Securities; (vii) make or issue or cause to be made or issued any public disclosure, announcement or statement (including the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (A) concerning any potential matter described in clause (ii) above, (B) in support of any matter described in clause (iv) above, or (C) in support of any solicitation described in clause (v) or (vi) above (other than solicitations on behalf of the Board); (viii) deposit any Voting Securities in a voting trust or similar arrangement, or subject any Voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board); (ix) publicly disclose (including the filing of any document or report with any governmental agency or any disclosure to any journalist, member of the media or securities analyst) any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 2.2.1 2 or Section 3, or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 2 or Section 3 or seek a release from the restrictions or obligations contained in this Section 2 or Section 3; provided, that neither a Holder nor any of its Affiliates shall be restricted from contesting the applicability of this Section 2 to such Holder or any of its Affiliates under any particular circumstance privately with the Company or in response or relation to any Action brought against them by the Company or its Affiliates; or (x) publicly announce an intention to do, or enter into any discussions, negotiations, agreement, arrangement or understanding with others to do, any actions in connection with the foregoing, or advise, assist, encourage, support, provide financing to or seek to persuade others to take any action, or act in concert with others or as part of a Group, with respect to any of the foregoing. (b) Notwithstanding the foregoing, a Holder and its Representatives shall be entitled to make private proposals or have confidential discussions with the Chief Executive Officer of the Company and the chairperson of the Board, or the full Board (or any shares committee thereof), regarding any of Common Stock issued upon the conversion matters set forth in this Section 2(a) as long as that such proposal or discussion is not publicly disclosed, and does not require public disclosure under applicable Laws, by the Company or any of its Affiliates, such Preferred Shares Holder or any other Person; provided, that subject to Section 3, nothing in this Section 2 shall prevent such Holder and its Affiliates from voting any Voting Securities in any manner. (collectively, the "Consideration Shares"c) Section 2(a) shall only immediately terminate and be transferred by Seller pursuant to of no further force and effect in the event that the applicable Holder and its controlled Affiliates are not then in breach of this Section 2: (i) the Company enters into a definitive agreement with an effective registration unaffiliated third party involving a Change of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Control; (ii) the Preferred Shares shall not be converted to Common Shares prior a bona fide tender offer or exchange offer with respect to the date Equity Securities is commenced which, if successful, would result in a Change of Control to an unaffiliated third party, and the Board either has recommended in favor of such transaction or has failed to recommend against such transaction within ten (the period prior to such date, the "Waiting Period"10) that is the earlier of (x) six (6) months Business Days after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Actcommencement thereof; and or (iii) following the Waiting PeriodCompany becomes subject to any voluntary or involuntary reorganization or restructuring process under Laws relating to bankruptcy, the Seller (insolvency or its direct or indirect transfereeprotection of creditors generally. If Section 2(a) shall not convert more than that number have terminated as the result of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars either the foregoing clause ($37,500i) or clause (ii), per week, such amount computed based on Section 2(a) shall be reinstated and shall apply in full force according to its terms in the five day moving average event that the applicable definitive agreement or tender offer or exchange offer is terminated without consummation of the closing last trade price applicable Change of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Control occurring.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such (d) Section 2 shall apply to a Holder that is an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee assignee of the Preferred Shares shall agree Investor pursuant to be subject Section 15(o) in the same manner it applies to the provisions Investor; provided that the Investor transfers to such Holder its Equity Securities constituting at least nine percent (9%) of this Section 2.2.1(b) the then-issued and the related provisions of this Agreement pursuant to an instrument outstanding Voting Securities in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of connection with such Preferred Sharesassignment.

Standstill. Notwithstanding anything (a) Subject to the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares accuracy of Purchaser delivered the representations and warranties of the Company made in Article II of this Agreement in all material respects as of the date hereof (or, with respect to representations and warranties that by their terms speak as of another date, as of such other date), and to the extent made as of the Closing, as of the Closing and (ii) compliance by the Company in all material respects with its obligations under the provisions Transaction Documents, the Investor agrees that, until October 6, 2018 (the “Standstill Period”), it will not, and will not cause any of this Section 2.2.1 its Affiliates and will not permit any of its Subsidiaries or Permitted Transferees, acting alone or as part of any “group” (as such term is used under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),) to take or propose (whether publicly or otherwise) to take any of the following actions: (i) acquisition of Beneficial Ownership (as defined hereinafter) of any Common Stock or other securities or rights convertible into or exchangeable for Common Stock, (ii) acquisition of material assets of the Company, (iii) conduct of any tender offer or exchange offer involving any shares of Common Stock issued upon (other than shares held by the conversion Investor and its subsidiaries), (iv) any merger, other business combination, recapitalization restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company, or (v) any “solicitation” of “proxies” (as such Preferred Shares (collectively, terms are used under the "Consideration Shares"Exchange Act) shall only be transferred by Seller pursuant or consents with respect to an effective registration any voting securities of the offering of such shares under the Securities Act or in a transaction Company; provided, however, that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transfereethis Section 4.1(a) shall not convert more than that number prevent the Investor and its Subsidiaries from acquiring Beneficial Ownership of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of any Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any other securities or rights convertible into or exchangeable for Common Stock if, after giving effect to such national securities exchange if Purchaser's shares are listed on such an exchangeacquisition, the aggregate amount of all Common Stock Beneficially Owned by the Investor, its Subsidiaries, Affiliates, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause its Permitted Transferees constitutes less than 25% (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b“Permitted Interest”) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.of

Standstill. Notwithstanding anything (1) The Executive covenants to and agrees with the Company that from and after the date hereof until the fifth anniversary of the Separation Date (the "Standstill Period"), without the Company's prior written consent, the Executive will not, directly or indirectly: (1) Make any public announcement with respect to, or submit to the contrary contained hereinCompany or any of its respective directors, Seller hereby acknowledges officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal for, the acquisition of any Voting Securities or with respect to any merger, consolidation, business combination or purchase of any substantial portion of the assets of the Company, whether or not any parties other than the Executive is involved, and agrees that whether or not such proposal might require the making of a public announcement by the Company; (2) Seek or propose to influence, advise, change or control the management, board of directors, governing instruments or policies or affairs of the Company, or make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act, to vote any Voting Securities or become a "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; (3) 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 voting of such Voting Securities or any other agreement having similar effect; (4) Form or join a partnership, limited partnership, syndicate or other group (as defined in Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities; or (5) Other than a non-public request to waive the provisions of clause (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 9(a), make a request to amend or waive any provision of this Section 9(a). (2) The Executive represents and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior covenants to the date (the period prior to such dateCompany that, the "Waiting Period") that is the earlier as of (x) six (6) months after the date of issuance and delivery this Agreement, the Executive Beneficially Owns 2,992,054 shares of common stock, par value $.01 per share, of the Company ("Company Common Stock"). At any meeting of the stockholders of the Company during the Standstill Period at which any matter is submitted to Seller a vote of such Preferred Shares stockholders, or (y) the effective date with respect to any matter as to which written consents are sought, in lieu of a registration statement regarding the offering meeting of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Periodshareholders, the Seller (or its direct or indirect transferee) Executive shall not convert more than that number of Preferred Shares take all necessary steps to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of cause all shares of Company Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall to which the Executive Beneficially Owns to be prohibited from converting any amount of Consideration Shares voted in excess of that permitted in this clause (iii). Each direct or indirect transferee accordance with the recommendation of the Preferred Shares shall agree to be subject to majority of the provisions Board of this Section 2.2.1(b) and Directors of the related provisions Company provided that such majority includes a majority of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner non-employee directors of such Preferred Sharesthe Company.

Standstill. Notwithstanding anything (a) Purchasers covenant to and agree with the contrary contained hereinCompany that during the two-year period following the date hereof, Seller hereby acknowledges and agrees that without the Company’s prior written consent, none of the Purchasers nor any of the Sponsors will, directly or indirectly: (i) acquire, offer or propose to acquire, or agree to acquire Beneficial Ownership of any Voting Securities or any direct or indirect rights or options to acquire Beneficial Ownership of any Voting Securities if such acquisition would result in Purchasers and the Sponsors having Beneficial Ownership of more than 24.9% of the Company’s outstanding Voting Securities (the “Ownership Limit”) (it being agreed that, solely for purposes of this Section 6.06(a)(i), shares of Preferred Shares Stock shall be deemed rights to acquire Voting Securities notwithstanding the limitations on conversion set forth in Section 6.05); (ii) make any public announcement with respect to (except to the extent otherwise required by applicable law with respect to the Purchased Securities, including the acquisition, conversion or exercise, as the case may be, thereof), or submit to the Company or any of its directors, officers, representatives, trustees, employees, attorneys, advisors, agents or Affiliates, any proposal for, the acquisition by Purchasers or any of the Sponsors of any Voting Securities in excess of the Ownership Limit or with respect to any merger, consolidation, business combination or purchase of any substantial portion of the assets of the Company by Purchasers or any of the Sponsors, whether or not any parties other than Purchasers and the Sponsors are involved, and whether or not such proposal might require the making of a public announcement by the Company unless the Company shall have made a prior written request to Purchasers to submit such a proposal; (iii) except through the participation of the Purchaser delivered Director (or his or her observer) on the Company Board, seek or propose to influence, advise, change or control the management, Company Board, governing instruments or policies or affairs of the Company by way of any public communication or communication with any Person other than the Company or the Company Board, or make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote any Voting Securities or become a “participant” in any “election contest” as such terms are defined and used in Rule 14a-11 under the Exchange Act) with respect to Voting Securities; provided, that nothing in this clause (iii) shall prevent Purchasers or the Sponsors from voting any Voting Securities then Beneficially Owned by Purchasers or such Sponsors in any manner; (iv) request any third party to make any proposal that Purchasers are prohibited from making pursuant to clause (ii) above; or (v) make a request to amend or waive any provision of this Section 6.06(a); provided, however, that, the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee6.06(a) shall not convert more than that number apply to any acquisition of Preferred Shares Voting Securities by Purchasers or the Sponsors on behalf of customers in the Ordinary Course of Business of Purchasers or the Sponsors, to Common Shares than an aggregate such Voting Securities held in the Ordinary Course of Thirty-Seven thousand Business for its or the Sponsors’ customers’ custodial, fiduciary, investment management or similar accounts, or to the securities underwriting, secured lending, dealing, derivatives, hedging, trading or similar activities of Purchasers and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average Sponsors in the Ordinary Course of Business of their financial services business and not for the closing last trade price purpose of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted avoiding the obligations set forth in this clause Section 6.06(a). (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions b) For purposes of this Section 2.2.1(b) 6.06, a Person shall be deemed to have “Beneficial Ownership” of any securities of which such Person is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act as in effect on the date hereof, and “Voting Securities” shall mean at any time, shares of any class of capital stock of the related provisions Company that are then entitled to vote generally in the election of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record directors or beneficial owner of any securities that are convertible into, or exchangeable or exercisable for, any such Preferred Sharesshares.

Standstill. Notwithstanding anything (a) From and after the date hereof, until the conclusion of the 2023 Annual Meeting (the “Standstill Period”), so long as the Company has not breached any material provision of this Agreement and failed to cure such breach within five (5) business days following the contrary contained hereinreceipt of written notice from the Icahn Group specifying any such breach, Seller hereby acknowledges no member of the Icahn Group shall, directly or indirectly, and agrees that each member of the Icahn Group shall cause each of their respective Affiliates and Associates not to, directly or indirectly: (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and acquire, offer or propose to acquire any shares of Common Stock issued upon the conversion of such Preferred Shares voting securities (collectivelyor beneficial ownership thereof), the "Consideration Shares"or rights or options to acquire any voting securities (or beneficial ownership thereof) shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities LawsCompany; (ii) except solely among the Preferred Shares shall not be converted to Common Shares prior signatories to the date Icahn Group’s Schedule 13D (Amendment No. 11) filed with the SEC on February 1, 2022 (the period prior “Icahn Schedule 13D”), form or join in a partnership, limited partnership, syndicate or a “group” as defined under Section 13(d) of the Exchange Act, with respect to such date, the "Waiting Period") that is securities of the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities ActCompany; and (iii) following the Waiting Period, the Seller present (or its direct request to present) at any annual meeting or indirect transfereeany special meeting of the Company’s stockholders, any proposal for consideration for action by stockholders or engage in any solicitation of proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) shall not convert more of proxies or otherwise propose (or publicly request to propose) any nominee for election to the Board or seek representation on the Board or the removal of any member of the Board; (iv) grant any proxy, consent or other authority to vote with respect to any matters (other than that number to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of Preferred Shares stockholders) or deposit any securities of the Company into a voting trust or subject them to Common Shares than an aggregate a voting agreement or other arrangement of Thirty-Seven thousand similar effect (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and Five Hundred Dollars ($37,500the like), per weekin each case, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock except as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares provided in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.Sections 2.2;

Standstill. (a) Subject to Section 3.1(d), no Restricted Party will, directly or indirectly, nor will it authorize or permit any of its Representatives to, in each case unless specifically permitted by this agreement or authorized or consented to do so in writing in advance by Aspen: (i) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, Beneficial Ownership of any Voting Stock of Aspen or any of its Subsidiaries, or any options, warrants or other rights (including any convertible or exchangeable securities) to acquire any such Voting Stock in excess of such Restricted Party's (or Representatives', as the case may be) Beneficial Ownership of Voting Stock as of the date of this Agreement other than pursuant to the IP Agreements; (ii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under the Exchange Act) with respect to the voting of any securities of Aspen or any of its Subsidiaries; (iii) deposit any securities of Aspen or any of its Subsidiaries in a voting trust or subject any such securities to any arrangement or agreement with any Person (other than one or more Restricted Parties); (iv) form, join, or in any way become a member of a 13D Group with respect to any voting securities of Aspen or any of its Subsidiaries (other than a "group" consisting solely of Restricted Parties); (v) arrange any financing for, or provide any financing commitment specifically for, the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of Aspen or any of its Subsidiaries, except for such assets as are then being offered for sale by Aspen or such Subsidiary; provided, however, that this clause (v) shall not apply to any such financing arrangements or commitments to the extent involving a Transfer of Aspen Common Beneficially Owned by a Restricted Party to any Person that is not a Restricted Party; (vi) seek to propose or propose, whether alone or in concert with other Restricted Parties, any tender offer, exchange offer, merger, business combination, restructuring, liquidation, recapitalization or similar transaction involving Aspen or any of its Subsidiaries; (vii) nominate any person as a director of Aspen who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Aspen; (viii) solicit, initiate, encourage or knowingly or intentionally facilitate the taking of any action by any Affiliate of a Restricted Party (that is not itself a Restricted Party) that would be prohibited by this Section 3.1 if that Affiliate were a Restricted Party; or (ix) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing. Notwithstanding anything the foregoing, a Restricted Party shall not be prohibited from taking any action described in clauses (i) through (ix) to the extent such action is taken in response to, and in competition with, a similar action that has been undertaken by a Person who is not a Restricted Party. (b) No Restricted Party will, nor will it authorize or permit any of its respective Representatives to, take any action that would require Aspen to make a public announcement regarding any of the matters set forth in Section 3.1(a). (c) Anything in this Section 3.1 to the contrary contained hereinnotwithstanding, Seller hereby acknowledges and agrees that this Section 3.1 shall not prohibit or restrict any of the following: (i) the Preferred Shares voting of Purchaser delivered under the Restricted Parties' Voting Stock, subject to Section 2.1 or (ii) any disclosure pursuant to Section 13(d) of the Exchange Act which a Restricted Party reasonably believes, based on the advice of outside counsel, is required in connection with any action taken by a Restricted Party pursuant to Section 3.1(b). (d) The foregoing provisions of this Section 2.2.1 and any shares 3.1 shall apply only on such dates, if any, on which the Restricted Parties' aggregate Beneficial Ownership of Common Voting Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration is greater than five percent of the offering Total Current Voting Power of such shares under all outstanding Voting Stock and shall terminate in any event as of the Securities Act or in a transaction that is not in violation earlier to occur of applicable securities Laws; (i) June 30, 2006 and (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier a Change in Control of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Aspen.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. During the Cooperation Period, Azurite will not, and will cause its controlling and controlled Affiliates and its and their respective Representatives acting on its behalf (collectively with Azurite, the “Restricted Persons”) to not, directly or indirectly, without the prior consent, invitation, or authorization of or by the Company or the Board, in each case, in writing: (i) offer to acquire, agree to acquire or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of Common Shares generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), through swap or hedging transactions or otherwise, any voting securities of the Company (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying voting securities which would result in the ownership or control of, or other beneficial ownership interest in excess of 19.9% of the then-outstanding Common Shares (the “Ownership Threshold”), provided that if Azurite commences a tender offer for Common Shares, at a price equal to or higher than the 10-Day VWAP immediately before the commencement date, which if consummated, would result in Azurite holding no more than the Ownership Threshold, the Company shall not make any public announcement, whether by filing a Schedule 14D-9 (or any amendment thereto) or otherwise, recommending that the Company’s stockholders reject such tender offer, subject to the fiduciary duties of the Company’s directors under the OGCL; (ii) (A) call or seek to call (publicly or otherwise), alone or in concert with others, a meeting of the Company’s shareholders (or the setting of a record date therefor), (B) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate 4 or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any member of the Board or (D) conduct a referendum of shareholders of the Company; (iii) make a request for any shareholder list or other books and records of the Company or any of its subsidiaries; (iv) make any public proposal, public announcement or public request with respect to, (A) any change in the number, terms or identity of directors of the Company or the filling of any vacancies on the Board other than as provided under Section 1 of this Agreement, (B) any change in the business, capitalization, capital allocation policy or dividend policy of the Company or sale, spinoff, splitoff or other similar separation of one or more business units, (C) any other change to the Board or the Company’s management or corporate or governance structure, (D) any waiver, amendment or modification to the Organizational Documents, (E) causing the Common Shares to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing the Common Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (v) engage in any “solicitation” (as such term is used in the proxy rules promulgated under the Exchange Act (as defined below)) of proxies with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies; (vi) make or submit to the Company or any of its Affiliates any proposal for, or offer of (with or without conditions), either alone or in concert with others, any tender offer, exchange offer, merger, consolidation, acquisition, sale of all or substantially all assets or sale, spinoff, splitoff or other similar separation of one or more business units, business combination, recapitalization, restructuring, liquidation, dissolution or similar extraordinary transaction involving the Company (including its subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”) either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving payment for shares or otherwise participating in any Extraordinary Transaction on the same basis as other shareholders of the Company); (vii) form, join or act in concert with any “group” as defined in Section 13(d)(3) of the Exchange Act, with respect to any Voting Securities, other than solely with Affiliates of Azurite with respect to Voting Securities now or hereafter owned by them; (viii) enter into a voting trust, arrangement or agreement with respect to any Voting Securities, or subject any Voting Securities to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement (B) solely with Affiliates of Azurite or (C) granting proxies in solicitations approved by the Board; (ix) engage in any short sale or any purchase, sale, or grant of any option, warrant, convertible security, share appreciation right, or other similar right (including any put or call option or “swap” transaction) with respect to any security (other than any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the securities of the Company and would, in the aggregate or individually, result in Azurite ceasing to have a “net long position” in the Company equivalent to its percentage beneficial ownership of the voting power of the then issued and outstanding Common Shares of the Company; (x) sell, offer, or agree to sell, all or substantially all, directly or indirectly, through swap or hedging transactions or otherwise, voting rights decoupled from the underlying Common Shares held by a Restricted Person to any Third Party; (xi) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Restricted Person from (A) bringing litigation against the Company to enforce any provision of this Agreement instituted in accordance with and subject to Section 10, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against a Restricted Person, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights or (E) responding to or complying with validly issued legal process; (xii) enter into any negotiations, agreements, arrangements, or understandings (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or (xiii) make any request or submit any proposal to amend or waive the terms of this Agreement (including this subclause), in each case publicly or which would reasonably be expected to result in a public announcement or disclosure of such request or proposal; provided, that the restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (i) the delivery of notice by Azurite at any time after the one year anniversary date of this Agreement, that the New Directors have resigned from the Board and all of their other respective positions with the Company and that Azurite is terminating the Cooperation Period (a “Cooperation Period Termination”), (ii) any material breach of Sections 1(a), (b), (c), (d) (other than the third sentence of clause (d)) or (i) of this Agreement by the Company (including, without limitation, a failure to appoint the New Directors to the Board and, with respect to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, to the Audit Committee, in accordance with Section 1) upon ten (10) business days’ written notice by Azurite to the Company if such breach has not been cured within such notice period, provided that Azurite is not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (iii) the Company’s entry into (x) a definitive written agreement with respect to any Extraordinary Transaction that, if consummated, would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company or (y) one or more definitive written agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 19.9% of the Common Shares (including on an as-converted basis) outstanding immediately prior to such issuance(s) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another person by the Company or one or more of its subsidiaries or upon exercise or conversion of currently outstanding options or convertible securities of the Company shall not be counted toward this clause (y)); (iv) the commencement of any tender or exchange offer (by any person or group other than Azurite or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in response to the commencement of any tender or exchange offer). Notwithstanding anything to the contrary contained hereinin this Agreement, Seller hereby acknowledges 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 (after consultation with the Company to the extent legally permitted and agrees that practicable) 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 (iso 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 Preferred Shares ordinary course of Purchaser delivered under business, which lien or encumbrance is released upon the provisions transfer of such claims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable, (D) investing and/or trading, directly or indirectly, in any index fund, exchange traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company or (E) providing its views privately to the Board or the Company’s Chief Executive Officer regarding any matter, or privately requesting a waiver of any provision of this Section 2.2.1 and any shares of Common Stock issued upon the conversion Agreement, as long as such private communications or requests would not reasonably be expected to require public disclosure of such Preferred Shares (collectively, communications or requests by the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Company or any of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Restricted Persons.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to You and the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates and your and their respective members, managers, directors, officers and employees shall not, for a period of 15 months after the date of this Agreement, directly or indirectly: (a) make any statement or proposal to the board of directors of the Company, to any of our Representatives or to any of our stockholders with respect to, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended) with respect to, or otherwise solicit, seek or offer to effect (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (iii) any acquisition of any of our securities or assets, or rights or options to acquire interests in any of our securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors or policies of the Company, or (v) any request or proposal to waive, terminate or amend the provisions of this Agreement; (b) instigate, encourage or assist any third party (including forming a “group” with any such third party) to do any of the actions set forth in clause (a) above; (c) take any action which would reasonably be expected to require the Company to make a public announcement regarding any of the actions set forth in clause (a) above; or (d) acquire, own or sell (or seek permission to acquire, own or sell), of record or beneficially, by purchase, sale or otherwise, any securities, properties or indebtedness of the Company (except that you may purchase for investment in market transactions up to 1% of our outstanding common stock); in each case unless and until you have received the prior written invitation or approval of our board of directors to do any of the foregoing. The foregoing shall not apply to your Representatives or those of ▇▇▇▇.▇ ▇▇▇▇▇▇▇ Commodities Affiliates effecting or any recommending transactions in securities in the ordinary course of their business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner. Notwithstanding the foregoing (i) nothing herein shall restrict you or the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates from entering into commercial transactions in the ordinary course of business with the Company or Company Affiliates (including transactions similar to, or generally consistent with, transactions previously entered into between such national securities exchange if Purchaser's shares are listed on such an exchangeparties), and Seller (ii) the foregoing restrictions shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree cease to be subject of any effect in the event the Company publicly announces that it has entered into an agreement or discussions with another Person to the provisions of this Section 2.2.1(beffect any transaction described in subpart (a) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesabove.

Standstill. Notwithstanding anything to (a) Each TPG Shareholder agrees that, until the contrary contained hereinearlier of the three (3) year anniversary of the date hereof or the date on which such TPG Shareholder does not Beneficially Own any Company Ordinary Shares, Seller hereby acknowledges without the prior written consent of at least a majority of the Board, such TPG Shareholder shall not, and agrees that shall cause its controlled Affiliates not to, directly or indirectly: (i) acquire, agree to acquire, propose or offer to acquire, or knowingly facilitate the Preferred acquisition of, any Company Ordinary Shares (other than acquisitions involving no more than three percent (3%) of Purchaser delivered the fully-diluted voting power of the Company Ordinary Shares in the aggregate and, in any event, such that the TPG Shareholders, together with their controlled Affiliates, shall not own, in the aggregate, 25% or more of the then-outstanding Company Ordinary Shares), other than as a result of any stock split, stock dividend or subdivision of Company Ordinary Shares or in connection with any of the transactions contemplated by the Merger Agreement; (ii) deposit any Company Ordinary Shares into a voting trust or similar contract or subject any Company Ordinary Shares to any voting agreement, pooling arrangement or similar arrangement or other contract, or grant any proxy with respect to any Company Ordinary Shares, in each case, other than any such voting trust, voting agreement, pooling arrangement or other contract, solely among the TPG Shareholders; (iii) other than in connection with any matter recommended by the Board, enter, agree to enter or propose or offer to enter into any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company or any of its subsidiaries or an acquisition of 10% or more of the assets of the Company and its subsidiaries; (iv) other than in connection with any matter recommended by the Board, make or participate or engage in (subject to Section 5.1(b)), any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) to vote any Company Ordinary Shares, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b); (v) publicly disclose any intention, plan, arrangement or other contract prohibited by, or inconsistent with, the foregoing; (vi) advise or knowingly assist or knowingly encourage or enter into any negotiations or agreements or other contracts with any other persons in connection with the foregoing; (vii) with respect to any of the foregoing, (A) form, join or in any way participate in (subject to Section 5.1(b)) a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to any common stock; (B) call, or seek to call, a meeting of the shareholders of the Company or initiate any shareholder proposal for action by shareholders of the Company with respect to any of the foregoing or (C) directly or indirectly, take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger, sale of assets or other type of transaction or matter described in this Section 5.1; (viii) present at any annual meeting or any special meeting of the Company’s shareholders or through action by written consent any proposal for consideration for action by shareholders or propose any nominee for election to the Board or seek the removal of any member of the Board of Directors, in each case, subject to the rights of the TPG Shareholders pursuant to Section 2.2; or (ix) request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this Section 5.1; provided that the TPG Shareholders may confidentially request the Company to amend or waive any provision of this Section 5.1 in a manner that would not be reasonably likely to require public disclosure by the Company or such TPG Shareholders. (b) Notwithstanding the foregoing provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively5.1, the "Consideration Shares"foregoing provisions shall not, and are not intended to: (i) shall only be transferred by Seller pursuant to an effective registration prohibit any TPG Shareholder or any of its controlled Affiliates from privately communicating with, including making any offer or proposal to, the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Board; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier restrict in any manner how any TPG Shareholder or any of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and controlled Affiliates votes their Company Ordinary Shares; (iii) following restrict the Waiting Periodmanner in which any TPG Director may (A) vote on any matter submitted to the Board or the shareholders of the Company, (B) participate in deliberations or discussions of the Seller Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board or (C) take actions required by his or her exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board; or (iv) restrict any TPG Shareholder or any of its direct or indirect transferee) shall not convert more than that number of Preferred Permitted Transferees from Transferring any Subject Shares to Common Shares than an aggregate any Permitted Transferees of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ TPG Shareholder or any successor of such national securities exchange if Purchaser's shares are listed on TPG Shareholder that, in any such an exchangecase, and Seller shall agrees to be prohibited from converting any amount of Consideration Shares in excess of that permitted bound by the provisions contained in this clause Agreement. (iii). Each direct c) Nothing set forth in this Section 5.1 shall prohibit, restrict or indirect transferee otherwise limit the ability of the Preferred Shares shall agree to be subject any TPG Shareholder or any Affiliate of any TPG Shareholder from engaging in any hedging and derivative transactions if such transactions are with one or more counterparties that are nationally recognized reputable banking organizations, solely to the provisions extent such transactions do not have the intention or purpose of circumventing the transfer restrictions contained in this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesAgreement.

Standstill. Notwithstanding anything (a) Prior to the contrary contained hereinSunset Date, Seller hereby acknowledges neither Grupo VM nor any Affiliate of Grupo VM shall: (i) effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A) any acquisition of any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of Holdco or any Holdco Subsidiary, (B) any tender or exchange offer, merger or other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets of Holdco and agrees the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any equity securities of Holdco; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and the Articles of Association and actions in furtherance thereof, (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as (A) with respect to any such discussions occurring prior to the Decrease Date with respect to matters of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC and (B) with respect to any such discussions occurring after the Decrease Date, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Prior to the Decrease Date, Section 5.01(a) shall also not prohibit any transaction (or any proposal, announcement, discussion or arrangement in connection therewith) not of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association (or any successor provisions) and actions in furtherance thereof. (d) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and securities of, or entering into any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelymerger or other business combination with, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Person, (ii) the Preferred Shares ownership of such Holdco Equity Securities by such Person shall not be converted to Common Shares prior to a material reason for Grupo VM or such Affiliate acquiring the date (the period prior to securities of, or entering into any such datemerger or other business combination with, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; Person, and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) such Person shall not convert more own, beneficially or otherwise, greater than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average 1% of the closing last trade price Holdco Equity Securities then-outstanding. (e) If (i) the aggregate Percentage Interest of shares Grupo VM and its Affiliates falls below 30% (other than as a result of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting of its Affiliates subsequently purchases any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree pursuant to be subject to the provisions of this Section 2.2.1(b5.01(b)(v) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner result of such Preferred Sharespurchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make a “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. (a) The Investor hereby agrees that, until the later of three (3) years from the date of this Agreement and the date of termination or expiration of the Selection Term (as defined in the Research Collaboration and License Agreement) (the "Standstill Period"), unless the Investor shall have been specifically invited in writing by the Company, neither the Investor nor any of its Affiliates will in any manner, directly or indirectly: (a) effect or seek, offer or propose 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 to effect or participate in, (i) any acquisition of any securities of the Company, other than an acquisition (as a result of open market or private purchases or purchases pursuant to Sections 17 and 19 hereof) that results in the Investor and its Affiliates beneficially owning (as defined in Rule 13d-3 of the Exchange Act) less than 20% of the total outstanding voting securities of the Company; (ii) any tender or exchange offer, merger or other business combination involving the Company; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) 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 Exchange Act) with respect to any securities of the Company (other than any "group" comprised solely of Affiliates of the Investor); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company (other than as permitted by the terms of this Agreement, the Stock Purchase Agreement or the Research Collaboration and License Agreement); or (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding the foregoing, it shall not be a violation of the provisions of this Section 18 if the Investor and its Affiliates beneficially own (as defined in Rule 13d-3 of the Exchange Act) 20% or more of the total outstanding voting securities of the Company as a result of a Reduction in Outstanding Securities (as defined in Section 20 below). (b) The restrictions in Section 18(a) shall terminate upon the earliest to occur of: (i) the receipt by the Company, or the public announcement, of a bona fide unsolicited Acquisition Proposal (as defined below) by any Person or group (as defined under the Exchange Act); provided, however, that the restrictions in Section 18(a) shall be reinstated if such bona fide unsolicited Acquisition Proposal is withdrawn or terminated prior to the completion of the transaction contemplated by such Acquisition Proposal; (ii) the commencement of a "going private" transaction subject to Rule 13e-3 under the Exchange Act involving the Company; provided, however, that the restrictions in Section 18(a) shall be reinstated if such "going private" transaction is withdrawn or terminated and is not completed; (iii) any Person or group (as defined under the Exchange Act) other than the Investor or any of its Affiliates becoming the beneficial owner of 20% (in number or voting power) or more of the total outstanding voting securities of the Company; (iv) delivery by the Company of the notice contemplated in Section 18(c); provided, however, that the restrictions in Section 18(a) shall be reinstated if the Company notifies the Investor that the Company no longer expects to enter into a definitive agreement with respect to such transaction contemplated by such Acquisition Proposal; (v) the individuals who on the date hereof constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or nomination for election by the stockholders of the Company was approved by a majority of the directors of the Company then still in office or whose election or nomination for election was previously so approved by the directors in office on the date hereof, other than any director designated by Person or group (as defined under the Exchange Act) that has made or entered into an agreement with respect to an Acquisition Proposal) ceasing for any reason to constitute a majority of the Board of Directors of the Company; (vi) the breach by the Company of Section 18(c); or (vii) the termination of this Agreement. If the restrictions in Section 18(a) are terminated and reinstated as set forth above, they shall again terminate in accordance with this Section 18(b). (c) The Company shall notify Investor no later than ten (10) Business Days prior to entering into any definitive agreement with respect to a transaction that is the subject of an Acquisition Proposal. (d) Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of in this Section 2.2.1 and 18, during the Standstill Period the Investor shall be permitted to make requests to the Board of Directors or the Company to amend or waive any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or limitations set forth in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500Section 18(a), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything Until the Termination Date, except as otherwise provided in this Agreement, without the prior written consent of the Board, Voce shall not, and shall instruct its Affiliates, not to, directly or indirectly (in each case, except as permitted by this Agreement): (a) (i) acquire, offer or seek to acquire, agree to acquire or acquire rights to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through a broad-based market basket or index) or any voting rights decoupled from the underlying voting securities which would result in the ownership or control of, or other beneficial ownership interest in, 9.5% or more than of the then-outstanding shares of the Common Stock in the aggregate (the “Ownership Cap”); or (ii) sell its shares of Common Stock, other than in open market sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, to any Third Party that, to Voce’s knowledge, would result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time or would increase the beneficial ownership interest of any Third Party who, together with its Affiliates and Associates, has a beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time; (b) (i)nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Shareholder Meeting at which the Company’s directors are to be elected; (ii)submit, initiate, make or be a proponent of any shareholder proposal for consideration at, or bring any other business before, any Shareholder Meeting; (iii)knowingly initiate, encourage or participate in any solicitation of proxies in respect of any proposal for consideration at, or other business brought before, any Shareholder Meeting; or (iv)knowingly initiate, encourage or participate in any “withhold” or similar campaign with respect to any Shareholder Meeting; (c) form, join or in any way participate in any group or agreement of any kind with respect to any voting securities of the Company, including in connection with any election or removal contest with respect to the contrary contained hereinCompany’s directors or any other proposal or business brought before any Shareholder Meeting (other than with Voce or one or more of their Affiliates and Associates who are required to comply by the terms and conditions of this Agreement); (d) deposit any voting securities of the Company in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof (other than any such voting trust, Seller hereby acknowledges arrangement or agreement solely among members of Voce and agrees otherwise in accordance with this Agreement); (e) seek publicly, alone or in concert with others, to amend any provision of the Memorandum of Association or the Bye-Laws; (f) demand an inspection of the Company’s books and records; (g) (i) make any public proposal with respect to, (ii) make any public statement or otherwise seek to encourage, advise or assist any person in so encouraging or advising, or (iii) effect or seek to effect, offer or propose to effect, cause or participate in, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose to effect or participate in with respect to: (A) any change in the identity, number or term or directors serving on the Board or the filling of any vacancies on the Board, (B) any change in the management, business, strategy, governance, capitalization, dividend policy, corporate structure, affairs or other policies of the Company or (C) any Extraordinary Transaction; provided, however that the foregoing shall not be deemed to restrict Voce from having private discussions with management or the Board if such communications are not publicly disclosed and would not result in public disclosure by Voce, or its Affiliates or Associates, or reasonably be expected to require public disclosure by the Company; (h) enter into any negotiations, agreements or understandings with any Third Party with respect to the foregoing, or advise, assist, encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any action inconsistent with any of the foregoing; (i) publicly make or in any way advance publicly any request or proposal that the Company or the Board amend, modify or waive any provision of this Agreement; or (j) take any action challenging the validity or enforceability of this Section 3 or this Agreement unless the Company is challenging the validity or enforceability of this Agreement; provided, however, that (i) the Preferred Shares of Purchaser delivered under the provisions of restrictions in this Section 2.2.1 and 3 shall not prevent Voce from making (A) any shares factual statement as required by any Legal Requirement (so long as such Legal Requirement did not arise as a result of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred action by Seller pursuant to an effective registration any of the offering members of such shares under Voce) or (B) any confidential communication to the Securities Act or in a transaction Company that is would not in violation of applicable securities Lawsbe reasonably expected to trigger public disclosure obligations for either Party; and (ii) the Preferred Shares restrictions in this Section 3 shall not be converted to Common Shares prior to restrict Voce from tendering shares, receiving payment for shares or otherwise participating in any such transaction on the date (same basis as the period prior to other shareholders of the Company or from participating in any such date, the "Waiting Period") transaction that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares has been approved by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting PeriodBoard, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions other terms of this Agreement. For the avoidance of doubt, nothing in this Section 2.2.1(b) and 3 shall be deemed to limit the related provisions exercise in good faith by the Independent Designees of their fiduciary duties in their capacity as a director of the Company. For the avoidance of doubt, nothing in this Agreement pursuant to an instrument shall restrict or prohibit Voce from making public its views on any matter so long as such communications do not violate the restrictions set forth in form and substance reasonably acceptable to Purchaser as a condition to being the record this Section 3 above or beneficial owner of such Preferred SharesSection 4 below.

Standstill. Notwithstanding anything (a) Takeda agrees that, for a period of […***…] ([…***…]) years from the Original Effective Date (the “Standstill Period”), neither it nor any of its Affiliates will, without the prior written consent of Orexigen or the Orexigen Board of Directors: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise: (A) any voting securities or direct or indirect rights to acquire any voting securities of Orexigen or any subsidiary if, after the completion of such acquisition or proposed acquisition, Takeda would beneficially own more than […***…] percent ([…***…]%) of the outstanding shares of common stock of Orexigen (the “Common Stock”), or (B) any asset of Orexigen or any subsidiary or division thereof; (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any Person with respect to the contrary contained hereinvoting of, Seller hereby acknowledges and agrees any voting securities of Orexigen; (iii) submit or publicly announce a proposal for, or offer to enter into (with or without conditions) any merger, business combination or similar extraordinary transaction involving Orexigen or its securities or assets; (iv) form, join or in any way participate in any “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) request that Orexigen amend or waive any provision of this Section 8.6.3. (b) Notwithstanding the provisions of Section 8.6.3(a), Takeda’s obligations under this Section 8.6.3 shall automatically terminate upon the earliest to occur of: (i) the Preferred Shares acquisition by any Third Party of Purchaser delivered under beneficial ownership of more than […***…] percent ([…***…]%) of the outstanding Common Stock (other than by stockholders of Orexigen as of the Original Effective Date); (ii) the commencement by any Person or Group of a tender offer or exchange offer to acquire securities of Orexigen; (iii) Orexigen publicly announces its execution of any agreement related to a transaction described in (A) or (B) of this Section 8.6.3(b)(iii) or publicly announces its Board of Directors’ authorization or recommendation of such execution of any such agreement, or Orexigen publicly announces the consummation of any transaction involving (A) the sale of all or substantially all of the assets of Orexigen and its subsidiaries taken as a whole, or (B) a merger, business combination, restructuring, recapitalization or similar transaction of or with Orexigen and any of its subsidiaries taken as a whole; (iv) Orexigen or any of its Affiliates becomes the subject of any bankruptcy, insolvency or similar proceeding (except for any involuntary proceeding that is dismissed within […***…] ([…***…]) days); or (v) The public announcement by Orexigen or any other Person of any of the foregoing. (c) Notwithstanding the provisions of Section 8.6.3(a), it is understood and agreed that Takeda shall not be prohibited from entering into an agreement and having discussions with legal, accounting or financial advisors for the limited purposes of evaluating any of the transactions contemplated in this Section 8.6.3 and Takeda may initiate private discussions with, and submit proposals confidentially to, the Executive Officer of Orexigen regarding a transaction otherwise prohibited by this Section 8.6.3; provided that any such proposal shall be expressly conditioned on approval of Orexigen’s Board of Directors and shall by its terms not require public disclosure. Further, notwithstanding the provisions of Section 8.6.3(a), Orexigen agrees that during the Standstill Period, if the Orexigen Board of Directors has approved the commencement of the solicitation of bids for any transaction within the scope of Section 8.6.3(b)(iii), Orexigen will promptly notify Takeda of, and in good faith permit Takeda to participate in, such bidding process. (d) The provisions of this Section 8.6.3 shall not apply to any investment by Takeda or an Affiliate of Takeda in Third-Party mutual funds or other similar passive investment vehicles that hold interests in securities of Orexigen or any of its Affiliates (and any such interests in securities shall not be taken into account for the purpose of Section 8.6.3 (a) including the […***…] percent ([…***…]%) exception contained therein), provided that the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares"8.6.3(d) shall apply with respect to any such fund or vehicle only be transferred by Seller pursuant to an effective registration for so long as such fund or vehicle satisfies the requirements of the offering paragraphs (i) and (ii) of such shares Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, with respect to any Orexigen securities held by such fund or in a transaction that is not in violation of applicable securities Laws; vehicle. (iie) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares The termination or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average expiration of the closing last trade price Standstill Period will not terminate or otherwise affect any of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Agreement other than this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares8.6.3.

Standstill. Notwithstanding anything to (a) For a period commencing upon the contrary contained hereindate of this Agreement and ending on May 14, Seller hereby acknowledges and agrees that 2002 (the "Expiration Day"), neither the Purchaser, any persons controlling the Purchaser (the "Controlling Person"), nor any of their affiliates shall (nor shall the Controlling Person permit the Purchaser to), without the prior written consent of the Company (without counting as a director for such purpose any director designated by the Purchaser or the Controlling Person), directly or indirectly: (i) purchase, offer to purchase, agree to acquire or otherwise acquire Beneficial Ownership (as defined below) of additional Common Stock or any equivalents to the Preferred Shares Common Stock (the "Common Stock Equivalents"), except pursuant to the Stock Purchase Agreement; (ii) except as required by law, propose to enter into, or announce or disclose any intention to propose to enter into, directly or indirectly, any merger or business combination involving the Company of any of its subsidiaries or to purchase, directly or indirectly, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; (iii) request the Company (or its directors, officers, employees or agents), directly or indirectly, to take any action which would require the Company to make a public announcement regarding the possibility of (A) a business combination or merger involving the Company or any of its subsidiaries, on the one hand, or Purchaser delivered under or any Controlling Person, or any affiliate, on the other hand, or (B) the sale to the Purchaser or any Controlling Person, or any affiliate thereof of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; (iv) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), to vote, or seek to advise or influence any person with respect to the voting of, any Common Stock, or become a "participant" in any "election contest" (as such terms are used or defined in Regulation 14A of the Exchange Act); (v) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise act in concert with any person for the purpose of circumventing the provisions of this Section 2.2.1 and Agreement; (vi) nominate a slate of directors or seek to change the size of the Board of Directors of the Company together or in connection with any other person or group; or (vii) challenge the legality of the foregoing restrictions; provided that after July 5, 2000 the Purchaser or any of its affiliates may commence a cash tender offer for not less than all shares of Common Stock issued upon not owned by it for a price equal to the conversion greater of such Preferred Shares (collectively, $15 per share or the "Consideration Shares") shall only be transferred by price paid to the Seller pursuant to an effective registration the Stock Purchase Agreement and may acquire all shares tendered pursuant thereto (it being understood that the foregoing restrictions shall not prohibit or limit the Purchaser from taking any appropriate action to disclose its intentions or seeking the support of the offering Board of such shares under Directors of the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior Company with respect to such datetender offer), and, if the Purchaser shall thereafter Beneficially Own a majority (not including for such purposes shares owned by or acquired from Cap Z (as hereinafter defined)) of the Common Stock, the "Waiting Period") that is foregoing restrictions shall no longer be applicable. Notwithstanding the earlier foregoing, for the purposes of (x) six (6) months after calculating the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock and/or Common Stock Equivalents Beneficially Owned by the Purchaser, the Controlling Person and their affiliates, there shall be excluded from such calculation any shares owned by any institution which is controlled by the Controlling Person as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ part of such institution's investment portfolio (and not owned for the purpose of affecting control of the Company). For purposes of this Agreement, "Beneficially Own" or any such national securities exchange if Purchaser's shares are listed on such an exchange"Beneficial Ownership" means beneficial ownership determined in accordance with Rule 13d-3 promulgated under the Exchange Act, and Seller shall be prohibited from converting any amount "Fully Diluted Common Stock" means all outstanding shares of Consideration Shares in excess Common Stock and all shares of that permitted in this clause (iii). Each direct Common Stock issuable upon the conversion or indirect transferee exchange of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesall then outstanding Common Stock Equivalents.

Standstill. Notwithstanding anything to For a period commencing upon the contrary contained herein, Seller hereby acknowledges date hereof and agrees that ending on the later of (i) the Preferred Shares date Lifflander (or any replacement of Purchaser delivered Lifflander appointed pursuant to Section 1(d) hereof) shall cease to be a director of the Company and (ii) September 15, 2008, no member of the MMI Group nor any of its Affiliates, without the prior written consent of the Board, will, directly or indirectly, do any of the following provided that this Section 2 shall not limit any member of the MMI Group from non-public communications with the Board and further shall not apply to actions taken by an MMI Nominee in his capacity as a director while serving as a member of the Board: (a) acquire, offer or agree to acquire (except by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person or entity, by joining a partnership, limited partnership, syndicate or other "group" (within the meaning of Section 13(d)(3) of the Exchange Act), through swap or hedging transactions or otherwise, any voting securities of the Company or any voting rights decoupled from the underlying voting securities, if such acquisition, offer to acquire or agreement to acquire would result in MMI (together with any other person or entity, partnership, limited partnership, syndicate or other group) owning, controlling or otherwise having any ownership or economic interest in more than twenty percent (20%) of the outstanding shares of Common Stock; (b) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, whether by purchase, tender or exchange offer, through the acquisition of control of another person or entity, by joining a partnership, limited partnership, syndicate or other group, any voting securities of the Company or any voting rights decoupled from the underlying voting securities held by MMI or its Affiliates or Associates to any third party, if such sale, offer to sell or agreement to sell would result in such third party, together with its Affiliates and Associates, having an ownership or economic interest in more than ten percent (10%) of the outstanding shares of Common Stock; provided that nothing in this Section 2(b) shall restrict any member of the MMI Group from engaging in open market transactions, transactions with broker dealers in the ordinary course of their business or transactions with entities that are permitted to and do file Statements on Schedule 13G with respect to the Common Stock so long as such member of the MMI Group does not have any knowledge of any plan or intention on the part of the buyer to control or seek to control, or otherwise actively influence the Board or management of, the Company; (i) engage, or in any way participate, directly or indirectly, in any "solicitation" (as such term is defined in Rule 14a-1(l) promulgated by the SEC under Exchange Act ) of proxies or consents, (ii) seek to advise, encourage or influence any person or entity with respect to the voting of any voting securities of the Company, (iii) initiate, propose or otherwise "solicit" (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) stockholders of the Company for the approval of stockholder proposals or other business to be considered at a stockholders meeting, or (iv) induce or attempt to induce any other person or entity to initiate any such stockholder proposal; provided that nothing in this Section 2(c) shall limit the ability of the MMI Group to communicate to any third party, including through the issuance of a public statement, how it intends to vote the shares of Common Stock beneficially owned by it on any matter put to the stockholders of the Company for their approval; (d) form, join or in any way participate in a partnership, syndicate, or other group, including without limitation any "group" as defined under Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company, other than the MMI Group or a group that includes only some or all of the persons or entities identified as "Reporting Persons" (or Affiliates thereof) in MMI's statement on Schedule 13D/A filed with the SEC on February 20, 2008; (e) deposit any Company voting securities in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (f) seek, alone or in concert with others, (1) to call a meeting of stockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, (2) to obtain representation on the Board except as expressly permitted in this Agreement, (3) to effect the removal of any member of the Board, (4) to make a stockholder proposal at any meeting of the stockholders of the Company, (5) to make a request for a list of the Company's stockholders, or (6) to amend any provision of the Company's certificate of incorporation or bylaws; (g) effect or seek to effect (including, without limitation, by entering into any negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, (i) any acquisition of more than fifteen percent (15%) of any securities, or any material assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition, share exchange or other business combination involving more than fifteen percent (15%) of any of the voting securities or any of the material businesses or assets of the Company or any of its subsidiaries, or (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses (each a "Transaction"); provided that nothing in this Section 2(g) shall restrict any member of the MMI Group from engaging in discussions regarding any proposed Transaction so long as the MMI Group notifies the Company of any bona fide proposals relating to a potential Transaction. (h) otherwise act, alone or in concert with others, to control or seek to control or influence or seek to influence the management, the Board or policies of the Company, except as otherwise expressly permitted by this Agreement; (i) unless required by law, make or issue, or cause to be made or issued, any public disclosure, announcement or statement (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (i) in support of any matter described in the foregoing paragraphs of this Section 2, (ii) negatively commenting upon the Company, including the Company's business, management or board of directors, or (iii) inconsistent with, or otherwise contrary to, the provisions of this Section 2.2.1 and any shares of Common Stock Agreement or the statements in the joint press release issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration this Agreement; or (j) enter into any negotiations, agreements or understandings with any third party with respect to the foregoing, or advise, assist, encourage or seek to persuade any third party to take any action with respect to any of the offering of such shares under the Securities Act foregoing, or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares otherwise take or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average cause any action inconsistent with any of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇foregoing.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything From the date hereof until the third anniversary of the date of this letter, ▇▇▇▇ agrees not to, and to cause any person or entity controlled by him not to, directly or indirectly, without the contrary contained herein, Seller hereby acknowledges and agrees that prior written consent of Parent: (i) the Preferred Shares in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, by purchase, merger, joint venture, business combination, tender offer or otherwise, any securities or direct or indirect rights to acquire any securities of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelyParent, the "Consideration Shares") shall only be transferred Company, any of their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Seller pursuant to an effective registration Parent, the Company or any of their respective subsidiaries or affiliates, or any assets of Parent, the offering Company or their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Parent, the Company or any of such shares under the Securities Act their respective subsidiaries or in a transaction that is not in violation of applicable securities Lawsaffiliates; (ii) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the Preferred Shares rules of the SEC) to vote, or seek to advise or influence any person or entity with respect to the voting of any voting securities of Parent, the Company, any of their respective subsidiaries or any non-traded real estate investment trust or other pooled investment vehicle sponsored or advised by Parent, the Company or any of their respective subsidiaries or affiliates; (iii) enter into any arrangements, understandings or agreements (whether written or oral) with a third party, or advise, assist or encourage, any other third party in connection with any of the foregoing; or (iv) request that Parent amend, waive or terminate any provision of this paragraph if such request would require Parent to make a public announcement of the foregoing; provided, however, that the restrictions contained in this Section 11 (i) shall cease to apply upon the termination of the ARCP Merger Agreement in accordance with its terms (provided that such termination is not be converted as a result of or otherwise related to Common Shares any breach of this Section 11), and (ii) prior to the date (consummation of the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) ARCP Transaction shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on prohibit or otherwise restrict ▇▇▇▇▇▇▇▇▇▇.▇▇’▇ exercise of his fiduciary duties under applicable law in his capacity as a director or officer of any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted the entities described in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares11.

Standstill. Notwithstanding anything As of the date hereof, you hereby represent and warrant to the contrary contained hereinCompany that neither you nor any of your Representatives acting on your behalf or affiliates owns any securities of the Company. You agree that beginning on the date hereof and ending on the earliest of (x) one year from the date of this letter agreement, Seller hereby acknowledges and agrees that (y) the time at which the Company enters into a definitive agreement with respect to (i) the Preferred Shares acquisition, directly or indirectly, of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares more than fifty percent (collectively, the "Consideration Shares"50%) shall only be transferred by Seller pursuant to an effective registration of the offering Company’s outstanding common stock (or other securities representing more than fifty percent (50%) of such shares under the Securities Act aggregate voting power of securities entitled to vote in an election of directors) or in more than fifty percent (50%)of the assets of the Company and its subsidiaries on a transaction that is not in violation of applicable securities Laws; consolidated basis or (ii) any tender or exchange offer, merger or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the Preferred Shares shall not be converted to Common Shares prior to the date case of any transaction covered by this clause (the period prior to ii), immediately following such datetransaction, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller any person (or its the direct or indirect transfereeshareholders of such person) or group will beneficially own more than fifty percent (50%) of the Company’s outstanding common stock (or other securities representing more than fifty percent (50%) of the aggregate voting power of securities entitled to vote in an election of directors) of the Company or the surviving parent entity in such transaction), and (z) a person or group (I) acquires (whether via tender offer, exchange offer or otherwise) or (II) has commenced a tender offer or exchange offer under Rule 14(d) of the Securities Act; 1934 Act that, if completed in accordance with its terms, would result in the acquisition of, more than fifty percent (50%) of the Company’s outstanding common stock (or other securities representing more than fifty percent (50%) of the aggregate voting power of securities entitled to vote in an election of directors) (the “Standstill Period”), unless specifically invited in writing by the Board of Directors of the Company (or by a Representative of the Company on behalf of the Board of Directors), neither you nor any of your affiliates who receive Evaluation Material and are acting on your behalf or IAC/InterActiveCorp October 14, 2019 on behalf of other persons acting in concert with you 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 knowingly assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any material assets, indebtedness or businesses of the Company or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or assets of the Company or the subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iii) following any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Waiting PeriodCompany or any of its subsidiaries, or (iv) any “solicitation” of “proxies” (as such terms are used in the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average proxy rules of the closing last trade price Securities and Exchange Commission) or consents to vote any voting securities of shares the Company or any of Common Stock its affiliates; (b) form, join or in any way participate in a “group” (as quoted on defined under the ▇▇▇▇ ▇▇▇▇▇▇▇.▇▇▇ ) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party (other than your Representatives) with respect to any of the foregoing; provided, that the foregoing obligations shall not apply to any acquisition, either directly or indirectly, of securities of a party or any of a party’s subsidiaries by any employee benefit or similar plan of the other party or such national securities exchange if Purchaser's shares are listed on other party’s Representatives that does not have knowledge of, or access to, any Evaluation Material or Discussion Information (so long as such an exchangeacquisition was not directed by a party or any of its Representatives that have knowledge of, and Seller shall or access to, any Evaluation Material or Discussion Information). You also agree during the Standstill Period not to request (in any manner that would reasonably be prohibited from converting likely to cause the Company to disclose publicly) that the Company or any amount of Consideration Shares in excess its Representatives, directly or indirectly, amend or waive any provision of that permitted this paragraph (including this sentence). Notwithstanding the foregoing, nothing in this clause paragraph 7 shall, directly or indirectly, prevent or otherwise limit you from initiating or continuing any confidential discussions, requests or communications (iii). Each direct including any confidential request to amend or indirect transferee waive any provision of this paragraph 7) with the Preferred Shares shall agree to be subject Company or its board of directors or at any time making any confidential offer or proposal to the provisions Company or its board of this Section 2.2.1(b) and directors relating to any potential transaction, in each case, in such a manner as would not reasonably be expected to require the related provisions public disclosure thereof by the Company or any of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesits Representatives.

Standstill. Notwithstanding anything (a) Prior to the contrary contained hereinSunset Date, Seller hereby acknowledges and agrees that neither Grupo VM nor any Affiliate of Grupo VM shall: (i) the Preferred Shares effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A) any acquisition of Purchaser delivered under the provisions any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of this Section 2.2.1 and Holdco or any shares Holdco Subsidiary, (B) any tender or exchange offer, merger or other business combination involving Holdco or any Holdco Subsidiary or assets of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Holdco or any Holdco Subsidiary constituting a significant portion of the offering consolidated assets of Holdco and the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such shares under terms are used in the Securities Act or in a transaction that is not in violation proxy rules of applicable the SEC) to vote any equity securities Lawsof Holdco; (ii) form, join or in any way participate in a “group” (as defined under the Preferred Shares Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not be converted prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to Common an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares prior “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the date (aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the period Permitted Maximum Percentage as of immediately prior to such date, the "Waiting Period"purchase; (vi) that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares any transaction previously approved by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number Board of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares Directors in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of accordance with this Agreement pursuant to an instrument and actions in form and substance reasonably acceptable to Purchaser as a condition to being furtherance thereof; (vii) any action expressly permitted by this Agreement or the record or beneficial owner of such Preferred Shares.Registration Rights Agreement;

Standstill. Notwithstanding anything (a) Prior to the contrary contained hereinSunset Date, Seller hereby acknowledges neither Grupo VM nor any Affiliate of Grupo VM shall: (i) effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A) any acquisition of any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of Holdco or any Holdco Subsidiary, (B) any tender or exchange offer, merger or other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets of Holdco and agrees the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any equity securities of Holdco; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and the Articles of Association and actions in furtherance thereof, (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as (A) with respect to any such discussions occurring prior to the Decrease Date with respect to matters of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC and (B) with respect to any such discussions occurring after the Decrease Date, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Prior to the Decrease Date, Section 5.01(a) shall also not prohibit any transaction (or any proposal, announcement, discussion or arrangement in connection therewith) not of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association (or any successor provisions) and actions in furtherance thereof; provided, however, that immediately subsequent to any such transaction otherwise permitted by this Section 5.01(c), the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage. (d) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and securities of, or entering into any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelymerger or other business combination with, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Person, (ii) the Preferred Shares ownership of such Holdco Equity Securities by such Person shall not be converted to Common Shares prior to a material reason for Grupo VM or such Affiliate acquiring the date (the period prior to securities of, or entering into any such datemerger or other business combination with, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; Person, and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) such Person shall not convert more own, beneficially or otherwise, greater than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average 1% of the closing last trade price Holdco Equity Securities then-outstanding. (e) If (i) the aggregate Percentage Interest of shares Grupo VM and its Affiliates falls below 30% (other than as a result of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting of its Affiliates subsequently purchases any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree pursuant to be subject to the provisions of this Section 2.2.1(b5.01(b)(v) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner result of such Preferred Sharespurchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make a “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. You hereby agree that, from and after the date of this Agreement and until the earliest of (i) two years after the date on which discussions concerning the possibility of the Possible Transaction have terminated, (ii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates a merger, consolidation, tender offer, exchange offer or similar business combination, (each, a “Merger”), unless it can be determined based on publicly available information at the time of announcement of such agreement that such Merger would result in the Seller’s stockholders immediately prior to the Merger holding, immediately following such Merger, directly or indirectly, at least 50% of the voting equity securities of either the entity resulting from such Merger or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of all of the outstanding voting equity securities of such entity surviving the Merger, (iii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates the sale of greater than 50% of the assets of Seller or the acquisition of greater than 50% of any shares of any class of securities by Seller by tender offer, exchange offer or otherwise (each of the events listed in clauses (ii) and (iii), a “Change of Control Event”), (iv) the date on which the Seller publicly announces that it is conducting a process contemplating a Change of Control Event and (v) the date on which the parties enter into any definitive agreement contemplating a Change of Control Event, neither you nor any of your Representatives will in any manner, directly or indirectly, (a) effect, seek, offer or propose (whether publicly or otherwise), 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, (1) any acquisition of beneficial ownership of any securities or assets of the Seller (other than with respect to any acquisitions in the ordinary course for passive investment purposes of up to an aggregate of 1% of the outstanding securities of any class of the securities of the Seller); (2) any tender or exchange offer, merger or other business combination involving the Seller; (3) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Seller; or (4) any - solicitation- of “proxies- (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Seller; (b) form, join or in any way participate in a “group- (as defined under the Exchange Act) with respect to any securities of the Seller or otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Seller; (c) take any action which would reasonably be expected to require the Seller to make a public announcement regarding any of the types of matters set forth in (a) or (b) above; or (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary contained hereinin this Agreement, Seller hereby acknowledges following the period described in the foregoing sentence, nothing in this Agreement (including the prohibitions on use and agrees that disclosure set forth in sections 2, 3 and 4 hereof) shall, directly or indirectly, prevent or otherwise limit you or your Representatives from taking any actions referred to in clauses (ia)-(d) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 section 7 or related thereto, and in each case without notice to or consultation with the Seller. The Seller also agrees during such period not to publicly request you (or your Representatives), directly or indirectly, to amend or waive any shares provision of Common Stock issued upon the conversion this section (including this sentence). The Seller represents and warrants that, as of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller this Agreement, neither you nor any of such Preferred Shares your affiliates owns, of record or (y) beneficially, any voting securities of the effective date Seller, or any securities convertible into or exercisable for any voting securities of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more other than that number such ownership by your affiliates of Preferred Shares up to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner 1% of such Preferred Sharessecurities).

Standstill. Notwithstanding anything During such time as (i)(a) Fortress, together with its Affiliates, Beneficially Owns shares of Common Stock representing ten percent (10%) or more of the Company Fully-Diluted Share Amount or (b) the Purchaser Designee serves as a director of the Company, Fortress agrees and (ii) Centerbridge, together with its Affiliates, (a) Beneficially Owns shares of Common Stock representing ten percent (10%) or more of the Company Fully-Diluted Share Amount or (b) Beneficially Owns fifty percent (50%) or more of the shares of Preferred Stock issued to it on the Effective Date, Centerbridge agrees, without the prior written consent of the Board, such Purchaser shall not and such Purchaser shall cause each of its controlled Affiliates not to, directly or indirectly: (a) acquire Beneficial Ownership of, or rights or options to acquire, any securities of the Company or any of its Subsidiaries of any class, series or tranche (collectively, “Company Securities”) (other than Common Stock issued to such Person by the Company in redemption of or exchange for Preferred Stock owned by such Person), or enter into any contract, arrangement, understanding or relationship which gives such Person the economic equivalent of ownership of any Company Security due to the contrary contained hereinfact that the value of the derivative is explicitly determined by reference to the price or value of such Company Security or of any interest therein, Seller hereby acknowledges and agrees that or otherwise enter into a derivative transaction with respect to a Company Security; (ib) the directly or indirectly Transfer any shares of Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and Stock or any shares of Common Stock issued upon received in redemption of or exchange for Preferred Stock to any Person, including in connection with a registered offering pursuant to Article III, without the conversion prior written consent of the Company (which consent may be given or withheld, or made subject to such conditions as are determined by the Corporation, in its sole discretion) to any Person that, immediately following the consummation of such Preferred Shares (collectivelyTransfer, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in Beneficially Own a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock representing more than five percent (5%) of the Company Fully-Diluted Share Amount; provided that such restriction shall not apply to (i) open-market sales with respect to which the selling Person and its representatives do not know, and would not be reasonably expected to know, whether the purchaser would Beneficially Own a number of shares of Common Stock representing more than five percent (5%) of the Company Fully-Diluted Share Amount following the consummation of such sale or (ii) major investment banks that may be acting as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ an intermediary in connection with a prearranged transaction if (X) the Purchaser instructs, and uses commercially reasonable efforts to cause, such investment bank not to sell to purchaser(s) in any such prearranged transaction that as result of such transaction would thereafter Beneficially Own a number of shares of Common Stock representing five percent (5%) or more of the Company Fully-Diluted Share Amount, and (Y) such investment bank shall not hold Preferred Stock or shares of Common Stock together representing a number of shares of Common Stock representing more than five percent (5%) of the Company Fully-Diluted Share Amount for more than 3 Business Days; (c) authorize, commence, encourage, support or endorse any tender offer or exchange offer, merger, sale, exchange or other business combination involving the Company or any such national securities exchange if Purchaser's shares are listed on such an exchangeof its Subsidiaries, and Seller shall be prohibited from converting or any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree assets of the Company or any of its Subsidiaries; (d) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to be subject vote (as such terms are used in the rules of the SEC), including soliciting consents or taking other action with respect to the provisions calling of a special meeting of the Company’s stockholders, or seek to advise or influence any Person with respect to the voting of any securities of the Company or any of its Subsidiaries; (e) publicly announce or submit to the Company a proposal or offer concerning (with or without conditions) any merger, consolidation or other business combination involving the Company or any of its Subsidiaries, any purchase of assets or securities of the Company or any of its Subsidiaries, or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its Subsidiaries; (f) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act, for the purpose of acquiring, holding, voting or disposing of any securities of the Company, other than (i) with respect to such Purchaser’s Affiliates and (ii) as a result of any actions or rights expressly permitted by this Agreement; (g) disclose, or direct any Person to disclose, any intention, plan or arrangement inconsistent with the foregoing; (h) take any action that could reasonably be expected to require the Company or any successor thereto to make a public announcement regarding the possibility of any of the events described in clauses (a) through (f) above; (i) disclose or direct any Person to disclose, any intention, plan or arrangement inconsistent with the foregoing; (j) assist or encourage or direct any Person to advise, assist or encourage any other Persons in connection with any of the foregoing; or (k) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares5.1.

Standstill. Notwithstanding anything to (a) Except as otherwise expressly provided in this Agreement (including Section 2.05(c), this Section 3.01, Section 3.02 or Section 3.03) or as specifically approved by a majority of the contrary contained hereinIndependent Directors (so long as such approval was not obtained by the Investors in violation of this Agreement), Seller hereby acknowledges and agrees that none of the Investors or any of their Affiliates shall, directly or indirectly, (i) by purchase or otherwise, Beneficially Own, acquire, agree to acquire or offer to acquire any Voting Securities or direct or indirect rights or options to acquire Voting Securities (including any voting trust certificates representing such securities) other than the Preferred Initial Investors' Shares, Ordinary Course Broker Dealer Shares and, subject to Section 4.01(d), the Additional Shares, (ii) enter, propose to enter into, solicit or support any merger or business combination or similar transaction involving Hexcel or any of Purchaser delivered its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of Hexcel or any of its Subsidiaries (except for proposals to purchase or acquire a non-material portion of the assets of Hexcel or any of its Subsidiaries that are not required to be publicly disclosed), (iii) initiate or propose any securityholder proposal without the approval of the Board granted in accordance with this Agreement or make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules promulgated by the SEC under the provisions Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any Voting Securities or request or take any action to obtain any list of securityholders for such purposes with respect to any matter other than those upon which the Investors may vote in their sole discretion pursuant to Section 2.07 (or, as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Exchange Act), (iv) form, join or in any way participate in a Group (other than a Group consisting solely of the Investors) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities that would be required under Section 13(d) of the Exchange Act to file a Statement on Schedule 13D with respect to such Voting Securities, (v) deposit any Voting Securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement), (vi) seek representation on the Board (other than as provided in this Agreement), the removal of any directors from the Board or a change in the size or composition of the Board, (vii) make any request to amend or waive any provision of this Section 2.2.1 and 3.01, which request would require public disclosure under applicable law, rule or regulation, (viii) disclose any shares intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment, nullification or invalidation of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration any of the offering foregoing) or take any action that would require public disclosure of any such shares under intent, purpose, plan, arrangement or proposal, (ix) take any action challenging the validity or enforceability of the foregoing or (x) assist, advise, encourage or negotiate with any Person with respect to, or seek to do, any of the foregoing. (b) Nothing in this Section 3.01 shall (i) prohibit or restrict the Investors from responding to any inquiries from any shareholders of Hexcel as to the Investors' intention with respect to the voting of any Voting Securities Act or in a transaction that Beneficially Owned by the Investors so long as such response is not in violation consistent with the terms of applicable securities Lawsthis Agreement; (ii) restrict the Preferred Shares shall right of each Investors' Director on the Board or any committee thereof to vote on any matter as such individual believes appropriate in light of his or her duties as a director or committee member or the manner in which an Investors' Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or as a member of any committee thereof; (iii) prohibit the Investors from Beneficially Owning Voting Securities issued as dividends or distributions in respect of, or issued upon conversion, exchange or exercise of, securities which the Investors are permitted to Beneficially Own under this Agreement; (iv) prohibit any officer, director, employee or agent of the Investors from purchasing or otherwise acquiring Voting Securities so long as he or she is not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date a member of a registration statement regarding Group that includes the offering Investors or is not otherwise acting on behalf of such shares by the Seller Investors; (or its direct or indirect transfereev) prohibit the Investors from disclosing in accordance with their obligations (if any) under the Securities Actfederal securities laws or other applicable law their desire (if any) that Hexcel become the subject of a Buyout Transaction; or (vi) restrict the ability of Goldman, Sachs & Co. and (iii) following the Waiting Periodits Affiliates who are not Investors, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on so▇▇▇▇ ▇▇ a▇▇▇▇▇▇▇▇▇▇., to engage in brokerage, investment advisory, anti-raid advisory, merger advisory, financing, asset management, trading, arbitrage and other similar activities, in each case on behalf of clients, provided in the case of this clause (vi) that (A) no Person engaged in such activities shall be acting, directly or indirectly, at the direction of any other Person at Goldman, Sachs & Co. or any of its Affiliates which either is for▇▇▇ ▇▇▇ the purpose of effecting principal transactions or any such national securities exchange if Purchaser's shares are listed on such an exchangehas access to confidential information of Hexcel, and Seller shall be prohibited from converting any amount (B) appropriate protective arrangements prohibiting disclosure of Consideration Shares confidential information are put in excess of that permitted in this clause (iii). Each direct or indirect transferee of place between the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) Investors and the related provisions of this Agreement pursuant to an instrument Persons who are engaging in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesactivities.

Standstill. Notwithstanding anything (a) Subject to clause 5.7(b), Peabody and AM must not, and must ensure that their respective Related Bodies Corporate and Associates (other than Holdco and Bidco) (alone or with others) do not: (1) acquire a Relevant Interest in any MCC Shares; (2) provide, or agree to provide, any consideration for MCC Shares under any purchase or agreement; (3) enter into any derivative or synthetic agreement, deed or other arrangement under which payments may be made that are referable (in whole or part) to the contrary contained hereintrading price, Seller hereby acknowledges and agrees or the economic value, of MCC Shares; or (4) aid, abet, counsel, assist, facilitate or induce any other person in doing, or publicly announce that it will do, any of the things mentioned in this clause 5.7(a). (ib) Nothing in clause 5.7(a) prevents: (1) any party (or any of their respective Related Bodies Corporate or Associates) from taking any steps to implement the Offer; (2) any party (or any of their respective Related Bodies Corporate or Associates) acquiring a Relevant Interest in MCC Shares as a result of: (A) acceptances of the Offer; (B) the Preferred Shares of Purchaser delivered under the provisions terms of this Section 2.2.1 and any shares of Common Stock issued upon agreement; or (C) the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration terms of the offering Pre-Bid Acceptance Deed; or (3) Bidco or Peabody (or any of such shares under their respective Related Bodies Corporate) acquiring a Relevant Interest in MCC Shares, for consideration per MCC Share which does not exceed the Securities Act or consideration per MCC Share set out in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares Agreed Announcement, prior to the date commencement of the Offer Period (the period prior to including by way of on-market acquisitions, option agreements or pre-bid acceptance agreements) (any such dateshares, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500New Peabody Shares), per weekprovided that, such amount computed based on pursuant to the five day moving average terms of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ acquisition, Bidco is entitled (whether or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be not subject to the provisions fulfilment of this Section 2.2.1(bany conditions) to become registered as the sole legal and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or full beneficial owner of such Preferred Sharesthe relevant MCC Shares on or before the date the first Subscription Notice is given under clause 3.2(a). (c) Despite any other provision in this agreement, AM consents to the acquisition by Peabody of the Initial Stake, provided that: (1) Peabody does not pay more than $16.00 for any of the MCC Shares that comprise the Initial Stake; (2) Peabody and Bidco enter into the Acceptance Deed; and (3) the number of MCC Shares that comprise the Initial Stake, when aggregated with the other MCC Shares that Bidco has a Relevant Interest in at the time the Initial Stake is acquired, is less than 20% of the total number of MCC Shares then on issue.

Standstill. Notwithstanding anything to i. The SVB Partners Parties each acknowledge and represent that the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or investment in a transaction that BFIN is not intended to constitute a “controlling” investment for federal banking law purposes and, accordingly, subject in violation of applicable securities Laws; (iiall cases to Section 2(iii) the Preferred Shares shall not be converted below with respect to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇. ▇▇▇▇▇▇▇▇, agree that during the Standstill Period (as defined below), the SVB Partners Parties and their affiliates or associates will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board of Directors of BFIN: 1. acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire directly or indirectly, alone or in concert with others, by purchase, tender, exchange, gift, through the acquisition of control of another person, by joining a partnership, limited partnership or syndicate or other “group” (within the meaning of such term in Section 13(d) of the Exchange Act) or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an “Acquisition”), any securities of BFIN, such that as a result of such of such Acquisition, the SVB Partners Parties would maintain beneficial ownership in excess of 9.99% of the outstanding shares of BFIN common stock; 2. make, engage in, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” or consents to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise, encourage, or influence in any manner whatsoever any person with respect to the voting of any securities of BFIN; 3. form, join, encourage, influence, advise or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act (other than a group involving solely the SVB Partners Parties) with respect to any securities of BFIN (for the benefit of clarification and the avoidance of doubt, this provision shall not prohibit changes in the membership of the group involving the SVB Partners Parties as long as any additional member(s) acknowledges and agrees to be bound by the terms of this Agreement) or otherwise in any manner agree, attempt, seek or propose to deposit any securities of BFIN in any voting trust or similar arrangement, or subject any securities of BFIN to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; 4. acquire, offer or propose to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender, exchange or otherwise, (a) any of the assets, tangible and intangible, of BFIN or (b) direct or indirect rights, warrants or options to acquire any assets of BFIN; 5. arrange, or in any way participate, directly or indirectly, in any financing (except for margin loan financing for shares beneficially owned) for the purchase of any securities or securities convertible or exchangeable into or exercisable for any securities or assets of BFIN; 6. sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of BFIN or any rights decoupled from the underlying securities of BFIN held by any SVB Partners Party to any person or entity not a (a) party to this Agreement, (b) member of the BFIN Board of Directors, (c) officer of BFIN or (d) a SVB Partners Party affiliate (a “Third Party”) that would knowingly result in such Third Party, together with its affiliates and associates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 9.9% of the shares of BFIN common stock outstanding at such time, except in a transaction approved by the Board or in ordinary course public capital markets sale transactions; 7. otherwise act, alone or in concert with others, to seek to offer to BFIN or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with BFIN or otherwise seek, alone or in concert with others, to control or change the management, Board of Directors or policies of BFIN or the Bank or nominate any person as a director of BFIN who is not nominated by the then incumbent directors (provided that if there is a vacancy on the BFIN Board of Directors the SVB Partners Parties may submit suggestions on a confidential basis to the BFIN Board of Directors or the Corporate Governance and Nominating Committee of the BFIN Board of Directors for nominees to the Board of Directors pursuant to the nomination policy adopted by the Board of Directors), or propose any matter to be voted upon by the stockholders of BFIN; 8. seek the removal of any member of the Board, conduct a referendum of stockholders or make a request for any stockholder list or other BFIN books and records; 9. take any action in support of or make any proposal or request that constitutes: (a) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of BFIN; (b) seeking to have BFIN waive or make amendments or modifications to BFIN’s Articles of Incorporation or Bylaws, or other actions, that may impede or facilitate the acquisition of control of BFIN by any person; (c) causing a class of securities of BFIN to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (d) causing a class of securities of BFIN to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; 10. make any statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged (a) any of the proposals described in this Agreement or (b) BFIN or affiliates thereof, and any of its current or former officers or directors; 11. enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any Third Party to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; 12. exercise or attempt to exercise a controlling influence (determined in a manner consistent with the public guidance issued by the primary federal banking regulator of BFIN) over the management or policies of BFIN, or any of its affiliates; 13. have or seek to have more than one representative of the SVB Partners Parties serve on the Board of Directors of BFIN; 14. permit any representative of the SVB Partners Parties who serves on the Board of Directors of BFIN to serve as the chairman of the Board of Directors of BFIN; 15. have or seek to have any employee or representative of any SVB Partners Party serve as an officer, agent, or employee of BFIN; 16. take any action that would cause BFIN to become a subsidiary of any SVB Partners Party; 17. propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the management or Board of Directors of BFIN; 18. enter into or seek or propose to enter into any agreement with BFIN that substantially limits the discretion of BFIN’s management over major policies and decisions, including, but not limited to, policies or decisions about employing and compensating executive officers; engaging in new business lines; raising additional debt or equity capital; merging or consolidating with another firm; or acquiring, selling, leasing, transferring, or disposing of material assets, subsidiaries, or other entities; 19. dispose or threaten to dispose (explicitly or implicitly) of equity interests of BFIN in any manner as a condition or inducement of specific action or non-action by BFIN; and 20. announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (1) through (19) of this Paragraph 2, or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Paragraph 2. ii. At any BFIN annual meeting of stockholders during the Standstill Period, the SVB Partners Parties agree (1) to vote all shares of BFIN they or any of them beneficially own in favor of the nominees for election or reelection as director of BFIN selected by the Corporate Governance and Nominating Committee of the Board of Directors of BFIN and agree otherwise to support such director candidates, and (2) with respect to any other proposal submitted by any BFIN stockholder to a vote of the BFIN stockholders, to vote all of the BFIN shares they beneficially own in accordance with the recommendation of the BFIN Board of Directors with respect to any such stockholder proposal. iii. Notwithstanding anything in this Agreement to the contrary, nothing herein will be construed to limit or affect: (1) any action or inaction by ▇▇.. ▇▇▇▇▇▇▇▇ in his capacity as a member of BFIN’s Board of Directors, provided he acts in good faith in the discharge of his fiduciary duties as a board member; or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee 2) the ability of the Preferred Shares shall agree SVB Partners Parties to be subject engage in discussions relating to the provisions of this Section 2.2.1(b) and the related provisions topics listed in Paragraph 2 of this Agreement pursuant to an instrument directly with the Chairman and Chief Executive Officer of BFIN or with other members of the board of directors of BFIN or senior executive management of BFIN in form and substance reasonably acceptable to Purchaser as a condition to being manner consistent with the record or beneficial owner practices of such Preferred Sharesthe BFIN Board of Directors.

Standstill. Notwithstanding anything (a) Purchaser agrees that, from and after the Closing until the later of (x) the first anniversary of the Closing and (y) such time as the Purchaser Preferred Percentage is no longer equal to or greater than 7.5%, Purchaser shall not, directly or indirectly, do any of the following unless requested or approved in advance in writing by the Company (acting through the Company Board): (i) (A) make, or in any way participate in, any “solicitation” of “proxies” (within the meaning of Rule 14a-1 under the Exchange Act) to vote any Voting Stock of the Company or its Subsidiaries, (B) 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 (C) seek the removal of any director from the Company Board (other than the Series B-2 Preferred Director); (ii) make any public announcement with respect to, or submit a proposal or offer for, any merger, consolidation, business combination, tender or exchange offer, restructuring, recapitalization or other extraordinary transaction involving the Company or any of its Subsidiaries (other than (A) any nonpublic proposal to the contrary Company Board that would not require the Company, Purchaser or any other Person to make any public announcement or other disclosure with respect thereto or (B) any public disclosure in any filings by Purchaser or its Affiliates with the SEC to the extent required by applicable Law or stock exchange rules); (iii) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Exchange Act) in connection with any Voting Stock of the Company or its Subsidiaries, including with the Casdin Purchaser; provided, that taking any action contemplated by this Agreement shall not constitute a violation of this Section 6.17(a)(iii); or (iv) take any action that would reasonably be expected to require the Company to make a public announcement regarding any actions prohibited by this Section 6.17(a); provided, that nothing contained hereinin this Section 6.17(a) shall limit, Seller hereby acknowledges restrict or prohibit (x) any confidential, non-public discussions with or communications or proposals to management or the Company Board by Purchaser or its Affiliates or Representatives related to any of the foregoing, (y) any Purchaser Party’s ability to vote, Transfer, convert, exercise its rights under Section 6.16 or otherwise exercise rights with respect to its Series B-2 Preferred Stock or Company Common Stock in accordance with the terms and agrees that conditions of this Agreement and the Certificate of Designations or (z) the ability of the Series B-2 Preferred Director to vote or otherwise exercise his or her duties or otherwise act in his or her capacity as a member of the Company Board. (b) Notwithstanding the foregoing, the restrictions set forth in Section 6.17(a) shall not apply if any of the following occurs: (i) the Preferred Shares Company enters into a definitive agreement providing for a merger, consolidation or other business combination transaction as a result of Purchaser delivered under which the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration stockholders of the offering Company would own Voting Stock of the resulting corporation having 50% or less of the votes that may be cast generally in an election of directors if all outstanding Voting Stock were present and voted at a meeting held for such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; purpose; (ii) a tender offer or exchange offer for a majority of the Preferred Shares shall not be converted to Common Shares prior to capital stock of the date Company is commenced by a third person (other than Purchaser and its Affiliates), which tender offer or exchange offer, if consummated, would result in a Change of Control (as defined in the period prior Certificate of Designations), and either the Company Board recommends that the stockholders of the Company tender their shares in response to such date, offer or does not recommend against the "Waiting Period") that is the earlier of (x) six (6) months tender offer or exchange offer within ten Business Days after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Actcommencement thereof; and or (iii) following the Waiting PeriodCompany solicits from one or more Persons, or enters into discussions with one or more Persons, regarding a proposal with respect to a merger of, or a business combination transaction involving, the Seller (Company without similarly soliciting a proposal from Purchaser, or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500)the Company makes a public announcement, per week, such amount computed based on with the five day moving average approval of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Company Board, that it is seeking to sell itself.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to (a) During the contrary contained hereinRestricted Period, Seller hereby acknowledges so long as the Shareholders and agrees that their affiliates collectively Beneficially Own Shares aggregating more than 20% of the UPC Voting Securities, except as otherwise expressly provided in this Agreement, neither of the Shareholders nor any of their respective affiliates, alone or with any other Person or group, shall without the express written approval of the UPC Board directly or indirectly, (i) acquire any additional securities of UPC, (ii) take any action to acquire or affect control of UPC or to encourage or assist any other Person or group to do so, (iii) enter, propose to enter into, solicit or support any merger, business combination, Change of Control, restructuring or similar transaction involving UPC or any of its Subsidiaries, or purchase, acquire, propose to purchase or acquire or solicit or support the Preferred Shares purchase or acquisition of Purchaser delivered any portion of the business, assets or securities of UPC or any of its Subsidiaries, (iv) seek additional representation on the UPC Board, the removal of any directors from the UPC Board, or a change in the size or composition of the UPC Board, (v) initiate or propose any securityholder proposal without the approval of the UPC Board, granted in accordance with this Agreement or make, engage in, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the proxy rules promulgated by the SEC under the provisions Exchange Act) to vote, or seek to advise or influence any Person with respect to the voting of, any securities or request or take any action to obtain any list of security holders for such purposes with respect to any matter (or, as to such matters, solicit any Person in a manner that would require the filing of a proxy statement under Regulation 14A of the Exchange Act), (vi) deposit any securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement), (vii) make any public announcement concerning this Section 3.1 or disclose any intent, purpose, plan, arrangement or proposal inconsistent with the foregoing (including any such intent, purpose, plan, arrangement or proposal that is conditioned on or would require the waiver, amendment nullification or invalidation of any of the foregoing) or take any action that would require public disclosure of any such intent, purpose, plan, arrangement or proposal, (viii) make any request to amend or waive any provision of this Section 2.2.1 and 3.1, which request would require public disclosure under applicable law, rule or regulation, (ix) take any shares of Common Stock issued upon action challenging the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration validity or enforeability of the offering foregoing or (x) assist, advise, encourage or negotiate with any Person with respect to, or seek to do, any of the foregoing. (b) Nothing in this Section 3.1 shall (i) restrict the right of the Chelsea Designee to vote on any matter as such shares under individual believes appropriate in light of his or her duties to the Securities Act shareholders of UPC; or in a transaction that is not in violation of applicable securities Laws; (ii) prohibit the Preferred Shareholders from holding securities of UPC issued as dividends or distributions in respect of, or issued upon conversion, exchange or exercise of, Shares shall not be converted which the Shareholders are permitted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) hold under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇this Agreement.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to You and the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates and your and their respective members, managers, directors, officers and employees shall not, for a period of 15 months after the date of this Agreement, directly or indirectly: (a) make any statement or proposal to the board of directors of the Company, to any of our Representatives or to any of our stockholders with respect to, or make any public announcement, proposal or offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended) with respect to, or otherwise solicit, seek or offer to effect (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (iii) any acquisition of any of our securities or assets, or rights or options to acquire interests in any of our securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors or policies of the Company, or (v) any request or proposal to waive, terminate or amend the provisions of this Agreement; (b) instigate, encourage or assist any third party (including forming a “group” with any such third party) to do any of the actions set forth in clause (a) above; (c) take any action which would reasonably be expected to require the Company to make a public announcement regarding any of the actions set forth in clause (a) above; or (d) acquire, own or sell (or seek permission to acquire, own or sell), of record or beneficially, by purchase, sale or otherwise, any securities, properties or indebtedness of the Company (except that you may purchase for investment in market transactions up to 1% of our outstanding common stock); in each case unless and until you have received the prior written invitation or approval of our board of directors to do any of the foregoing. The foregoing shall not apply to your Representatives or those of ▇▇▇▇.▇ ▇▇▇▇▇▇▇ Commodities Affiliates effecting or any recommending transactions in securities in the ordinary course of their business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner. Notwithstanding the (i) nothing herein shall restrict you or the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Affiliates from entering into commercial transactions in the ordinary course of business with the Company or Company Affiliates (including transactions similar to, or generally consistent with, transactions previously entered into between such national securities exchange if Purchaser's shares are listed on such an exchangeparties), and Seller (ii) the foregoing restrictions shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree cease to be subject of any effect in the event the Company publicly announces that it has entered into an agreement or discussions with another Person to the provisions of this Section 2.2.1(beffect any transaction described in subpart (a) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Sharesabove.

Standstill. Notwithstanding anything to 6.1.1 The standstill obligation, as set out in this Article 6.1, will take effect as of the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions Date of this Section 2.2.1 Agreement and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is will terminate on the earlier of (x) six (6) months after the date of issuance that is ten (10) years following the date on which the Closing occurs and delivery to Seller of such Preferred Shares or (y) the effective date termination of this Agreement if the Closing does not occur (the “Standstill Period”). 6.1.2 During the Standstill Period, the Investor, the Parent Investor or any of their Affiliates, shall not: (i) without the express written consent of the Issuer, directly or indirectly acquire any additional Equity Securities (other than the Warrants) of the Issuer, if after giving effect to such acquisition the Investor, the Parent Investor, any of the Affiliates of the Investor or the Parent Investor, or any other party Acting in Concert with the Investor, the Parent Investor or any of the Affiliates of the Investor or the Parent Investor would (without taking into account the Warrants or the shares issuable (but not yet issued) thereunder owned by them at that time) together in the aggregate directly or indirectly own or have the right to acquire more than 29.9% of the then issued and outstanding voting securities of the Issuer (assuming the exercise, conversion or exchange of any Equity Securities held by any of them at any time (other than the Warrants) that are exercisable, convertible or exchangeable into or for shares of the Issuer at such time) (the resulting number of securities rounded down) (the “Standstill Limit”); (ii) directly or indirectly encourage or support a registration statement regarding the offering of such shares tender, exchange or other offer or proposal by the Seller (or its direct or indirect transferee) under the Securities Act; and a third party; (iii) following propose (a) any merger, consolidation, business combination, tender or exchange offer, purchase of the Waiting PeriodIssuer’s assets or businesses, or similar transaction involving the Seller Issuer or (b) any recapitalization, restructuring, liquidation or its direct or indirect transferee) shall not convert more than other extraordinary transaction with respect to the Issuer (it being understood that number of Preferred Shares the Investor’s Chief Executive Officer may contact the Issuer’s Chief Executive Officer on a non-public and non-committal basis to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based gauge the Issuer’s Chief Executive Officer’s views on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or Issuer’s potential interest in any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares matter described in excess of that permitted in this clause (iiia) or (b). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.); or

Standstill. Notwithstanding anything to (a) Except as otherwise expressly provided in this Agreement (including this Section 3.1, Section 3.2 or Section 3.3) or as specifically approved by a majority of the contrary contained hereinIndependent Directors, Seller hereby acknowledges and agrees that the Stockholders shall not, directly or indirectly: (i) by purchase or otherwise, acquire, agree to acquire or offer to acquire Beneficial Ownership of any Voting Securities or direct or indirect rights or options to Beneficially Own Voting Securities (including any voting trust certificates representing such securities) if after such acquisition the Preferred Shares of Purchaser delivered under Voting Securities then Beneficially Owned by the provisions of this Section 2.2.1 and any shares of Common Stock issued upon Stockholders would exceed the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Maximum Ownership Percentage of the offering then outstanding number of such shares under Voting Securities of the Securities Act or in a transaction that is not in violation of applicable securities LawsCompany; (ii) enter into, propose to enter into, solicit or support any merger or business combination or similar transaction involving the Preferred Shares Company or any of its Subsidiaries, on the one hand, and either of the Stockholders or any Affiliate of either of the Stockholders, on the other, or purchase, acquire, propose to purchase or acquire or solicit or support the purchase or acquisition of any portion of the business or assets of the Company or any of its Subsidiaries by either of the Stockholders or by any Affiliate of either of the Stockholders; (iii) form, join or in any way participate in a Group (other than a Group consisting solely of the Stockholders) formed for the purpose of acquiring, holding, voting or disposing of or taking any other action with respect to Voting Securities that would be required under Section 13(d) of the Exchange Act to file a Statement on Schedule 13D with respect to such Voting Securities if the Group would Beneficially Own more than the Maximum Ownership Percentage of the then outstanding number of Voting Securities of the Company; (iv) deposit any Voting Securities in a voting trust or enter into any voting agreement or arrangement with respect thereto (other than this Agreement) which would entitle any Person to Control more than the Maximum Ownership Percentage of the Total Voting Power of the Company; (v) take any action challenging the validity or enforceability of the foregoing or which would be inconsistent with the foregoing ; or (vi) assist, advise, encourage or negotiate with any Person with respect to, or seek to do, any of the foregoing. (b) Nothing in this Agreement shall not be converted (i) prohibit or restrict the Stockholders from responding to Common Shares prior any inquiries from any stockholders of the Company as to the date Stockholders' intention with respect to the voting of any Voting Securities Beneficially Owned by the Stockholders so long as such response is consistent with the terms of this Agreement; (ii) restrict the period prior right of each Stockholder Director on the Board or any committee thereof to vote on any matter as such dateindividual believes appropriate in light of his or her duties as a director or committee member or the manner in which a Stockholder Nominee may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or as a member of any committee thereof; (iii) prohibit the Stockholders from Beneficially Owning Voting Securities issued as dividends or distributions in respect of, or issued upon conversion, exchange or exercise of, securities which the "Waiting Period"Stockholders are permitted to Beneficially Own under this Agreement; (iv) prohibit any officer, director, employee or agent of the Stockholders from purchasing or otherwise acquiring Voting Securities so long as he or she is not a member of a group that includes the Stockholders or is not otherwise acting on behalf of the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares Stockholders; or (yv) prohibit the effective date of a registration statement regarding the offering of such shares by the Seller Stockholders from disclosing in accordance with their obligations (or its direct or indirect transfereeif any) under the Securities Act; and federal securities laws or other applicable law its (iiiif any) following that the Waiting Period, Company has become the Seller (subject of a Buyout Transaction or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇a Third Party Offer.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything Without the prior approval of the Company, from the Closing Date until the twenty-four (24) month anniversary of the Closing Date, the Investor agrees that it will not, and will cause its Affiliates to not, directly or indirectly: (a) purchase, offer to purchase, or agree to purchase or otherwise acquire beneficial ownership (as determined in accordance with Rule 13d-3 and Rule 13d-5 under the Exchange Act) of any Common Stock, or any securities convertible or exchangeable into Common Stock, excluding any shares of Common Stock acquired pursuant to the contrary contained hereinTransaction Agreements; (b) make, Seller hereby acknowledges or participate in, any solicitation of proxies to vote any voting securities of the Company or any of its subsidiaries, or propose to change or control the management or board of directors of the Company by use of any public communication to holders of securities intended for such purpose; provided, however, that nothing in this Section 10.2 shall limit the Investor’s ability to vote or transfer (subject to Section 10.1) its Common Stock; (c) make a public proposal for a change of control transaction, including a merger, consolidation or other business combination transaction or tender offer related thereto, of the Company or any of the Company’s subsidiaries, or the purchase of all or substantially all of the securities of the Company or the assets of the Company and agrees that its subsidiaries; (d) knowingly encourage, accept, or support a tender, exchange, or offer proposal by any Person other than the Investor, the consummation of which would result in a Change of Control of the Company; or (e) Notwithstanding the foregoing restrictions, this Section 10.2 shall terminate and be of no further force and effect in the event of (i) a tender offer or exchange offer by a Person other than the Preferred Shares Investor that has not been rejected by the Company’s Board of Purchaser delivered under Directors, and if consummated, would constitute a Change of Control of the Company, (ii) an issuer tender offer by the Company, or (iii) the Company publicly announces a definitive agreement to consummate an Acquisition Transaction; provided, this Section 10.2 shall be reinstated and apply in full force according to their terms if any event set forth in this Section 10.2, which resulted in the termination of this Section 10.2 is not completed or if such announced transaction is abandoned and no similar transaction has been announced and not abandoned. Upon reinstatement of the provisions of Section 10.2, the provisions of this Section 2.2.1 and 10.2 shall continue to govern in the event that any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted events described in this clause (iii)Section 10.2 shall occur. Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions Notwithstanding any other provision of this Section 2.2.1(b) and 10.2, the related provisions Investor shall have the right to make a non-public proposal directly to the Chief Executive Officer of this Agreement pursuant to the Company for an instrument in form and substance reasonably acceptable to Purchaser as Acquisition Transaction or a condition to being tender offer involving a Change of Control of the record or beneficial owner of such Preferred SharesCompany.

Standstill. During the Cooperation Period, each Irenic Party will not, and will cause its Controlling and Controlled Affiliates (and those under common Control) and its and their respective Representatives acting on their behalf (collectively with the Irenic Parties, the “Restricted Persons”) to not, directly or indirectly, without the prior written consent, invitation, or authorization of the Company or the Board: (i) acquire, or offer or agree to acquire, by purchase or otherwise, or direct any Third Party in the acquisition of record or beneficial ownership of or economic exposure to any securities of the Company or rights or options to acquire any securities of the Company, or engage in any swap or hedging transaction, or other derivative agreement of any nature with respect to any securities of the Company, in each case, if such acquisition, offer, agreement or transaction would result in the Irenic Parties, together with their Affiliates, having beneficial ownership of more than 9.99%, or aggregate economic exposure to more than 9.99%, of the shares of Common Stock outstanding at such time; (ii) alone or in concert with any one or more Third Parties, (A) call or seek to call (either publicly or privately) a meeting of the Company’s stockholders or act by written consent in lieu of a meeting (or call or seek to call for the setting of a record date therefor), (B) seek election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 1, (C) make or be the proponent of any stockholder proposal to the Company, the Board or any of its committees, (D) seek (including through any “withhold” or similar campaign) the removal of any member of the Board, or (E) conduct, call for or publicly support a referendum of stockholders of the Company; provided that nothing in this Agreement will prevent the Irenic Parties or their Affiliates from taking actions in furtherance of privately identifying any Replacement New Director in accordance with Section 1(f) following the departure of a New Director or in anticipation of the potential imminent departure of a New Director (it being understood that prior to taking such action, the Irenic Parties will first notify the Company of such potential imminent departure), as applicable; (iii) make any request for stockholder list materials or other books and records of the Company or any of its Affiliates, whether pursuant to Section 220 of the DGCL or under any statutory or regulatory provision relating to stockholder access to books or records of the Company or any of its Affiliates; (iv) engage in any “solicitation” (as such term is used in the proxy rules of the SEC, but including, notwithstanding anything to the contrary in Rule 14a-2 under the Exchange Act, solicitations of ten (10) or fewer shareholders that would otherwise be excluded from the definition of “solicitation” pursuant to Rule 14a-2(b)(2) under the Exchange Act) of one or more proxies or consents with respect to the election or removal of one or more 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 under the Exchange Act) in any such solicitation of proxies or consents; (v) make or submit any proposal, or offer for (with or without one or more conditions), either alone or in concert with others, any tender offer, exchange offer, merger, consolidation, amalgamation, acquisition, sale of all or substantially all assets, business combination, recapitalization, restructuring, reorganization, liquidation, dissolution or other extraordinary transaction involving the Company (including its direct or indirect subsidiaries and joint ventures or any of their respective securities or assets) (each, an “Extraordinary Transaction”), either publicly or in a manner that would reasonably be expected to result in or require public disclosure by the Company or any of the Restricted Persons (it being understood that the foregoing shall not restrict the Restricted Persons from tendering shares, receiving consideration or other payment for shares, or otherwise participating in any Extraordinary Transaction on the same basis as other stockholders of the Company); (vi) make any proposal, either publicly or in a manner that would reasonably be expected to result in or require public disclosure, with respect to (A) any change in the number or identity of directors of the Company or the filling of any vacancy on the Board, other than as provided under Section 1 of this Agreement, (B) any change in the capitalization, capital allocation policy or dividend policy of the Company, (C) any other change in the Company’s management or corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Restated Certificate of Incorporation or the Bylaws (collectively, the “Organizational Documents”), (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing 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) 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 securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities, or (B) in conducting any type of referendum relating to the Company (including for the avoidance of doubt with respect to the Company’s management or the Board), other than such encouragement or advice that is consistent with the Board’s recommendation in connection with such matter, or as otherwise expressly permitted by this Agreement; (viii) form, join, knowingly encourage or knowingly participate in or act in concert with any Group with respect to any of its securities of the Company, or any securities convertible or exchangeable into or exercisable for any such securities, other than solely with Affiliates of the Irenic Parties with respect to securities of the Company now or hereafter owned by them; (ix) enter into any voting trust, arrangement or agreement with respect to any securities of the Company, or any securities convertible or exchangeable into or exercisable for any such securities, or subject any securities of the Company, or any securities convertible or exchangeable into or exercisable for any such securities, to any voting trust, arrangement or agreement (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like), in each case other than (A) this Agreement, (B) solely between or among any two or more of the Irenic Parties and their Affiliates, or (C) granting any proxy in any solicitation approved by the Board and consistent with Section 2(b) above; (x) 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 fund, exchange-traded fund, benchmark fund or broad basket of securities) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of any of the Company’s securities and would, in the aggregate, result in the Irenic Parties ceasing to have a Net Long Position in the Company; (xi) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, all or substantially all, voting rights decoupled from the underlying Common Stock held by a Restricted Person to any Third Party; (xii) institute, solicit or join as a party any litigation, arbitration or other proceeding against or involving the Company, any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions in the name of the Company); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Irenic Party from (A) bringing litigation against the Company to enforce any express provision of this Agreement instituted in accordance with and subject to Section 11, (B) making any counterclaim with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against any Irenic Party, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) exercising statutory appraisal rights, or (E) responding to or complying with validly issued legal process; (xiii) enter into any negotiation, agreement, arrangement, or understanding (whether written or oral) with any Third Party to take any action that the Restricted Persons are prohibited from taking pursuant to this Section 2(c); or (xiv) make any request or submit any proposal to amend or waive any of the terms of this Agreement (including this subclause), in each case publicly or that would reasonably be expected to result in a public announcement or disclosure of such request or proposal or give rise to a requirement to so publicly announce or disclose such request or proposal by the Company or any of the Restricted Persons; provided that the restrictions in this Section 2(c) shall terminate automatically upon the earliest of the following: (A) any material breach of this Agreement by the Company (including any failure (I) to appoint the Investor Designee to the Board in accordance with Section 1(a), (II) to include the Investor Designee (and the New Independent Director, if the New Independent Director is appointed to the Board prior to the 2024 Annual Meeting) in the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2024 Annual Meeting in accordance with Section 1(d), or (III) to issue the Press Release in accordance with Section 3), as determined by a court of competent jurisdiction; provided that the Company’s failure to take any of the actions identified in the foregoing (I) – (III) will constitute a material breach of this Agreement without requiring a determination by a court of competent jurisdiction, upon five (5) Business Days’ written notice by any of the Irenic Parties to the Company if such breach has not been cured within such notice period; provided that the Irenic Parties are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (B) any material breach of the Consulting Agreement by the Company, as determined by a court of competent jurisdiction, upon five (5) Business Days’ written notice by any of the Irenic Parties or ▇▇. ▇▇▇▇▇▇ to the Company if such breach has not been cured within such notice period; provided that ▇▇. ▇▇▇▇▇▇ is not in material breach of the Consulting Agreement and the Irenic Parties are not in material breach of this Agreement at the time such notice is given or prior to the end of the notice period; (C) the Company’s entry into (x) a definitive agreement with respect to any Extraordinary Transaction that would result in the acquisition by any Person or Group of more than 50% of the Common Stock or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company, (y) one or more definitive agreements providing for the acquisition by the Company or its subsidiaries of one or more businesses or assets having an aggregate value exceeding 25% of the aggregate enterprise value of the Company during the Cooperation Period, or (z) one or more definitive agreements providing for a transaction or series of related transactions which would in the aggregate result in the Company issuing to one or more Third Parties at least 20% of the Common Stock (including on an as-converted basis, and including other securities of the Company with comparable voting power) outstanding immediately prior to such issuance(s) (including in a PIPE, convertible note, convertible preferred security or similar structure) during the Cooperation Period (provided that securities issued as consideration for (or in connection with) the acquisition of the assets, securities and/or business(es) of another Person by the Company or one or more of its subsidiaries shall not be counted toward this clause (z)); and (D) the commencement of any tender or exchange offer (by any Person or Group other than the Irenic Parties or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any Person or Group of more than 50% of the Common Stock, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its stockholders reject such tender or exchange offer (it being understood that nothing herein will prevent the Company from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated by the SEC under the Exchange Act in response to the commencement of any tender or exchange offer); provided that, in the event the restrictions in this Section 2(c) terminate pursuant to the foregoing clauses (C) or (D) of this Section 2(c) and any of the Irenic Parties determine to solicit proxies against any transactions contemplated by (C) and (D), the Investor Designee shall deliver his or her written resignation to the Board for his or her immediate resignation prior to the commencement of any soliciting activities by the Irenic Parties. Notwithstanding anything to the contrary contained hereinin this Agreement, Seller hereby acknowledges nothing in this Agreement (including the restrictions in this Section 2(c)) will prohibit or restrict any Restricted Person from (I) stating how it intends to vote with respect to an Extraordinary Transaction, if any, and agrees the reasons therefor, (II) complying with any subpoena or other legal process or responding to a request for information from any governmental authority with jurisdiction over such Restricted Person (so long as such process or request did not arise as a result of any discretionary act by any Restricted Person); provided that such Restricted Person will notify the Company promptly in writing (iif reasonably practicable and to the extent not legally prohibited) of the Preferred Shares existence, terms, and circumstances surrounding such request or requirement; provided, further, that no Restricted Person shall be required to provide the notice to the Company referenced in the immediately preceding proviso in the case of Purchaser delivered under disclosures required to be made by such Restricted Person in the provisions course of a routine audit or review by a competent regulatory or administrative authority which is not specifically related to the Company or such Restricted Person’s interactions with the Company, (III) granting any lien or encumbrance on any claim or interest in favor of a bank or broker-dealer or prime broker holding such claim or interest in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the transfer of such claim or interest in accordance with the terms of the custody or prime brokerage agreement(s), as applicable, (IV) negotiating, evaluating or trading, directly or indirectly, in any index fund, exchange-traded fund, benchmark fund or broad basket of securities that may contain or otherwise reflect the performance of, but does not primarily consist of, securities of the Company, or (V) providing its views privately to any member of the Board or to the Company’s Chief Executive Officer, Chief Financial Officer, or General Counsel or any financial or legal advisors that have been identified by the Chief Executive Officer to the Irenic Parties regarding any matter, or privately requesting a waiver of any provision of this Section 2.2.1 and any shares of Common Stock issued upon the conversion Agreement, as long as such private communications or requests would not reasonably be expected to require public disclosure of such Preferred Shares (collectively, communications or requests by the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration Company or any of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such dateRestricted Persons. Furthermore, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted nothing in this clause (iii). Each direct Agreement shall prohibit or indirect transferee of restrict the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) Investor Designee from exercising his or her rights and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser fiduciary duties as a condition to being the record or beneficial owner director of such Preferred Shares.th

Standstill. Notwithstanding anything to the contrary contained herein(a) Except as otherwise provided in this Agreement, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to from the date (the period prior to such date, the "Waiting Period") that is hereof until the earlier of (x) six (6) months after the fifth anniversary of the date of issuance the Purchase Agreement and delivery to Seller of such Preferred Shares or (y) the effective date the Total Ownership Amount is less than the Release Share Total (the "Standstill Period"), without the prior approval of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average majority of the closing last trade price Non-Investor Directors, no Investor-Related Party shall, directly or indirectly, (i) acquire voting securities of the Company that would result in the Investor Group Beneficially Owning, in the aggregate, a percentage of the Outstanding Shares in excess of the sum of (A) the Closing Ownership Percentage plus (B) 1% (excluding any changes to ownership resulting solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company), (ii) make, solicit, initiate, encourage or participate in any offer or proposal that would reasonably be expected to result in a Change of Control or, if made by a Person other than an Investor-Related Party or a group of which an Investor-Related Party is a member, to constitute a Third Party Bid, (iii) engage in any "solicitation" of "proxies" (as quoted on such terms are used in the proxy rules promulgated by the SEC under the Exchange Act), other than for the benefit of the Investor Directors, if and to the extent the Investor Group is entitled to designate any Investor Directors hereunder, or the other Director nominees of the Board, (iv) become part of a "group" (other than a group that includes only members of the Investor Group) that would be required to file a Schedule 13D with the SEC disclosing an intention to change or influence the control of the Company, or (v) grant any proxies, transfer shares to any voting trust or enter into any voting agreement (other than (x) among the members of the Investor Group, (y) pursuant to this Agreement or (z) in respect of proxies voting in favor of a slate of Directors nominated by the Board). Notwithstanding the foregoing, any member of the Investor Group may propose, or engage in discussions with the Board regarding, (I) a possible Change of Control transaction involving the Investor Group or (II) a possible acquisition involving members of the Investor Group of the securities or assets of the Company or its subsidiaries, provided that such discussions are not, and shall not be, publicly disclosed by any member of the Investor Group or any other Investor-Related Party or any of their respective respresentatives and would not in the written opinion of counsel to the Company reasonably satisfactory to the Investor Group (it being agreed and acknowledged that ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, LLP is satisfactory counsel) be required by applicable law to be publicly disclosed.▇▇▇ (b) Nothing in this Section 3.01 shall (i) prohibit or restrict any member of the Investor Group from responding to any inquiries from any stockholders of the Company as to such Person's intention with respect to the voting of any Common Stock Beneficially Owned by such Person, (ii) restrict the right of each Investor Director on the Board or any committee thereof to vote on any matter as such national individual believes appropriate or the manner in which an Investor Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or as a member of any committee thereof, (iii) prohibit any member of the Investor Group from acquiring securities exchange if Purchaser's shares are listed on such an of the Company issued by way of conversion, dividend, stock split or other distribution or exchange, and Seller recapitalization or reclassification or similar transaction in respect of securities which such member of the Investor Group is permitted to Beneficially Own under this Agreement, or (iv) except as provided in Section 2.04, restrict the ability of the members of the Investor Group from voting for or against or abstaining from any vote in connection with any Change in Control transaction or Third Party Bid, (v) prevent the members of the Investor Group from selling their Acquisition Shares or (vi) prohibit any member of the Investor Group from complying with applicable law. (c) Each member of the Investor Group shall be prohibited fully released from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b3.01 in the event that (i) the Board fails to appoint Mr. LD as Chairman of the Board at any time that Mr. LD has the right to, and has exercised his right to, be so appointed by the Board in accordance with Section 2.07 and such appointment is not prohibited by the applicable listing or corporate governance standards of the NYSE or any applicable law, rule or regulation, (ii) at any time during the two-year period after the date hereof, an Investor Director then serving on the Board dies, resigns (other than as required by Section 2.03) or is removed or disqualified and the Board fails to appoint to the Board any Investor Director designated by the Investor Group to be so appointed by the Board in accordance with Section 2.01(c)(ii) as successor to such Investor Director and such appointment is not prohibited by the applicable listing or corporate governance standards of the NYSE or any applicable law, rule or regulation, or (iii) the Board fails to appoint Mr. LD to the Board as an Investor Director in accordance with Section 2.01(b) and maintain Mr. LD on the related Board as an Investor Director in accordance with the applicable provisions of this Agreement pursuant to an instrument in form Sections 2.01 and substance reasonably acceptable to Purchaser 2.03 at any time during the three-year period after the date hereof (other than as a condition result of Mr. LD's death or resignation or the prohibition, by the applicable listing or corporate governance standards of the NYSE or any applicable law, rule or regulation, of Mr. LD's appointment to being or continuation of service on the record or beneficial owner of such Preferred SharesBoard as an Investor Director).

Standstill. Notwithstanding anything to Without the contrary contained hereinprior written consent of Placement Agent, Seller hereby acknowledges and agrees that from the date hereof until forty five (45) days after the Closing Date, neither the Company nor any subsidiary shall (i) issue, enter into any agreement to issue or announce the Preferred issuance or proposed issuance of any Ordinary Shares of Purchaser delivered under or Ordinary Share Equivalents, other than an Exempt Issuance or (ii) file any registration statement or any amendment or supplement thereto other than the provisions Prospectus Supplement. For purposes of this Section 2.2.1 and Agreement, “Exempt Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant to any shares share or option plan duly adopted for such purpose, by a majority of Common Stock issued the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such Preferred Shares securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (collectivelyother than in connection with stock splits or combinations) or to extend the term of such securities, (c) the "Consideration Shares"securities of the Company issued pursuant to the Purchase Agreements and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 14 herein and provided that any such issuance shall only be transferred by Seller pursuant to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an effective registration entity whose primary business is investing in securities. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agents the enclosed copy of this Agreement. By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Authorized Representative Titan Partners Group LLC, a division of American Capital Partners, LLC ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, NY 10007 Attention: ▇▇▇▇ ▇▇▇▇▇ Email: **** Accepted and Agreed to as of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on first written above: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: CEO & Chairman Address for notice: Gorilla Technology Group Inc. Meridien House ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.▇▇▇ Marble Arch ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: **** THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or any such national securities exchange if Purchaser's shares are listed on such an exchangeits assigns (the “Holder”) is entitled, upon the terms and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(blimitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20301 (the related provisions “Termination Date”) but not thereafter, to subscribe for and purchase from Gorilla Technology Group Inc., a company organized under the laws of the Cayman Islands (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Agreement pursuant Warrant shall be equal to an instrument the Exercise Price, as defined in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred SharesSection 2(b).

Standstill. Notwithstanding anything to (a) Unless approved in advance in writing by at least two-thirds of the contrary contained hereindirectors of the Board of Directors of Red Lion, Seller hereby acknowledges and Navy agrees that neither it nor any of its controlled affiliates will, and that it will use its reasonable best efforts to cause its directors and officers not to, directly or indirectly, except as otherwise provided in this Agreement, until the end of the Standstill Period: (i) the Preferred acquire, directly or indirectly, beneficial ownership of any additional Red Lion Common Shares or other equity securities of Purchaser delivered under the provisions of this Section 2.2.1 and Red Lion, other than (i) by exercising any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant preemptive rights available to an effective registration of the offering of such shares under the Securities Act Navy or in a transaction that is not in violation of applicable securities Laws; its affiliates or (ii) as the Preferred Shares shall not be converted to result of any stock split, stock dividend, bonus issue, share subdivision, reverse stock split or similar transaction (provided, however, for the avoidance of doubt, that notwithstanding the foregoing Navy and its controlled affiliates may purchase, in the aggregate, a number of Red Lion Common Shares prior equal to the date number they have sold from after Closing (as adjusted for any stock split, stock dividend, bonus issue, share subdivision, reverse stock split or similar transaction); enter into arrangements, understandings or agreements (whether written or oral) with, or advise, finance or assist any other person in connection with any of the period prior to such dateforegoing; or (ii) enter into arrangements, understandings or agreements (whether written or oral) with, or advise, finance or assist any other person in connection with any of the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Actforegoing; and or (iii) following the Waiting Periodrequest, the Seller (propose or its direct otherwise seek, in each case in a manner that would require public disclosure, any amendment or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average waiver of the closing last trade price provisions contained in clauses (i)-(ii) above. (b) Unless approved in advance in writing by at least two-thirds of shares the directors of Common Stock the Board of Directors of Red Lion, Navy agrees that neither it nor any of its directors, officers or controlled affiliates will, directly or indirectly, except as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted otherwise provided in this clause (iii). Each direct or indirect transferee Agreement, until the end of the Preferred Shares shall agree Standstill Period: (i) seek, make or take any action to be subject to the provisions solicit or encourage any offer or proposal for any merger, amalgamation consolidation, tender or exchange offer, sale or purchase of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record assets or beneficial owner of such Preferred Shares.securities or other business combination, restructuring, recapitalization or similar transaction involving Red Lion;

Standstill. Notwithstanding anything 3.01 Each of the members of the MSL18 Holdings Group agrees that, during the Covered Period, each member of the MSL18 Holdings Group shall not, and shall cause each of the MSL18 Affiliates not to, unless specifically requested in writing by a resolution of a majority of the Company’s directors (not including the MSL18 Designees), directly or indirectly, in any manner, alone or in concert with others: (a.) acquire, agree or seek to acquire or make any proposal or offer to acquire, or announce any intention to acquire, beneficially or otherwise, 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, through swap or hedging transactions or otherwise, any securities of the Company or any securities convertible or exchangeable into, or exercisable for (whether or not convertible or exchangeable into, or exercisable for, immediately or only after the passage of time or the occurrence of a specified event), any Derivative Instrument, or any rights decoupled from the underlying securities, or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the contrary contained hereinownership of any security of the Company, Seller hereby acknowledges and agrees that whether or not any of the foregoing would give rise to beneficial ownership (i) the Preferred Shares of Purchaser delivered as determined under Rule 13d-3 promulgated under the provisions of this Section 2.2.1 Exchange Act), and any shares whether or not to be settled by delivery of Common Stock issued upon Shares, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement, or any property, asset or business of the conversion Company, other than purchases of such Preferred Common Shares (or Derivative Instruments that would not result in the members of the MSL18 Holdings Group and the MSL18 Affiliates, collectively, owning, controlling or otherwise having any beneficial or other ownership interest in more than twenty-five percent (25%) in the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration aggregate of the offering outstanding Common Shares at such time, without the Company’s express prior written approval thereof; provided that, notwithstanding the foregoing, (A) any derivative, hedging or similar arrangement (including Derivative Instruments) that has the effect of such shares under decreasing the Securities Act voting power or economic interest of the members of the MSL18 Holdings Group or any of the MSL18 Affiliates in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Common Shares shall not be converted to given effect, so that the Common Shares prior that are the subject of such derivative, hedging or similar arrangement (including Derivative Instruments) shall be deemed as beneficially owned by the members of the MSL18 Holdings Group or the MSL18 Affiliates for purposes of this Section 3.01(a.), and (B) any derivative, hedging or similar arrangement (including Derivative Instruments) that has the effect of increasing the voting power or economic interest of the members of the MSL18 Holdings Group or any of the MSL18 Affiliates in the Common Shares shall be given effect, so that the Common Shares that are subject to such derivative, hedging or similar arrangement (including Derivative Instruments) shall be deemed as beneficially owned by the members of the MSL18 Holdings Group or the MSL18 Affiliates for purposes of this Section 3.01(a.); (b.) propose to any Person, or effect or seek to effect (including by entering into any discussions, negotiations, agreements or understandings, whether or not legally enforceable, with any third person), cause or participate in, encourage, assist or facilitate, or take any action, alone or in concert with others, in support of or make any public statement with respect to, any take-over bid, tender or exchange offer, amalgamation, merger, consolidation, acquisition, sale, transfer, scheme, divestiture, spin-off, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, arrangement, business combination, recapitalization, reorganization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries, joint ventures or Affiliates or any of their respective securities, businesses or assets (each, an “Extraordinary Transaction”); provided, however, that nothing in this subparagraph (ii) shall prevent the MSL18 Holdings Group or the MSL18 Affiliates from tendering any securities of the Company into any tender or exchange offer or vote by the MSL18 Holdings Group or any MSL18 Affiliate of any voting securities of the Company with respect to any Extraordinary Transaction; (c.) form, join, encourage, influence, advise or in any way participate in any Group with any Persons who are not MSL18 Affiliates with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company into any voting trust or similar arrangement or subject any securities of the Company to any voting or similar arrangement, or grant any proxy with respect to any securities of the Company (other than to a designated Representative of the Company pursuant to a proxy solicitation on behalf of the Board or in connection with the mechanics of voting through the MSL18 Holdings Group’s custodian or prime broker); (d.) make, engage in or in any way encourage or participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC but without regard to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transfereeexclusion set forth in Rule 14a–1(l)(2)(iv) under the Securities Exchange Act) or consents to vote, or seek to advise, encourage or influence any Person with respect to the voting of, any securities of the Company; (e.) (A) initiate, propose or otherwise “solicit” (as such terms are used in the proxy rules of the SEC) stockholders of the Company for the approval of any stockholder proposal or cause, advise, encourage or influence any Person to initiate any such stockholder proposal; (B) seek to call, or request the call of, or call any meeting of the stockholders of the Company or of the Board; (C) seek the written consent of the stockholders of the Company; (D) make a request for any stockholder list or other Company books and records, whether pursuant to Sections 2-512 and 2-513 of the Maryland General Corporation Law or otherwise; (iiiE) following or (E) conduct any referendum of stockholders of the Waiting PeriodCompany; (f.) (A) seek, alone or in concert with others, election or appointment to, or representation on, or nominate or propose the nomination of any candidate to, the Seller Board, other than as set forth in Section 1.01 of this Agreement; (B) become a “participant” in, or its direct seek or indirect transfereeencourage any Person to submit nominations in furtherance of, any contested “solicitation” for the election or removal of directors with respect to the Company (as such terms are defined or used in the Exchange Act) shall not convert more or seek, encourage or take any other action with respect to the election or removal of any directors, other than that number acting as a participant in support of Preferred Shares the voting obligations of the MSL18 Holdings Group and the MSL18 Affiliates pursuant to Common Shares than an aggregate Section 3.02; (C) submit any proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any meeting of Thirty-Seven thousand and Five Hundred Dollars the Company’s stockholders during the Covered Period ($37,500including any adjournment or postponement thereof) (a “Shareholders Meeting”), per weekdirectly or indirectly; or (D) initiate, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ encourage or participate in any such national securities exchange if Purchaser's shares are listed on such an exchange“withhold” or similar campaign with respect to any Shareholder Meeting, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct directly or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.indirectly;

Standstill. Notwithstanding anything (a) Prior to the contrary contained hereinSunset Date, Seller hereby acknowledges neither Grupo VM nor any Affiliate of Grupo VM shall: (i) effect, agree, seek or make any proposal or offer with respect to, or announce any intention with respect to or cause or participate in or in any way assist, facilitate or encourage any other Person to effect or seek, directly or indirectly, (A) any acquisition of any Holdco Equity Securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of Holdco or any Holdco Subsidiary, (B) any tender or exchange offer, merger or other business combination involving Holdco or any Holdco Subsidiary or assets of Holdco or any Holdco Subsidiary constituting a significant portion of the consolidated assets of Holdco and agrees the Holdco Subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution, change of Control or other extraordinary transaction with respect to Holdco or any Holdco Subsidiary, or (D) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) to vote any equity securities of Holdco; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to Holdco or otherwise act in concert with any Person or group in respect of any equity securities of Holdco; (iii) except in accordance with this Agreement, otherwise act, alone or in concert with others, to seek representation on the Board of Directors; (iv) take any action which would or would reasonably be expected to cause Holdco to make a public announcement under applicable Law regarding any of the types of matters set forth in clause (i) above; (v) enter into any discussions or arrangements with any Person with respect to any of the foregoing or (vi) request that Holdco amend or waive any provision of this Section 5.01(a). (b) Section 5.01(a) shall not prohibit: (i) any transaction, discussions or arrangements solely between or among Grupo VM and its Affiliates; (ii) any acquisition pursuant to an equity incentive or similar plan established by the Board of Directors for members of the Board of Directors in their capacities as such; (iii) any acquisition pursuant to or in connection with a share split, share dividend or similar corporate action initiated by Holdco; (iv) any acquisition pursuant to Article IV; (v) any purchase of Shares “regular-way” on the Nasdaq or other recognized securities exchange if immediately subsequent to such purchase, the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage as of immediately prior to such purchase; (vi) any transaction previously approved by the Board of Directors in accordance with this Agreement and the Articles of Association and actions in furtherance thereof; (vii) any action expressly permitted by this Agreement or the Registration Rights Agreement; (viii) Grupo VM or any Grupo VM Director from engaging in non-public discussions with the Board of Directors regarding one or more transactions that would otherwise be prohibited by Section 5.01 so long as (A) with respect to any such discussions occurring prior to the Decrease Date with respect to matters of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC and (B) with respect to any such discussions occurring after the Decrease Date, such discussions would not reasonably be expected to result in public disclosure by Grupo VM under applicable Law, including requirements of the SEC, and (ix) at any time after the third anniversary of the Effective Date, an acquisition of Shares for cash pursuant to a takeover offer made to all holders of Shares for all Shares if such takeover offer (A) complies with all applicable requirements of the SEC, and (B) has a non-waivable condition that it be accepted by holders of a majority of Shares not held by Grupo VM and its Affiliates. (c) Prior to the Decrease Date, Section 5.01(a) shall also not prohibit any transaction (or any proposal, announcement, discussion or arrangement in connection therewith) not of a type listed in paragraphs (b) and (c) of Article 34.3 of the Articles of Association (or any successor provisions) and actions in furtherance thereof; provided, however, that immediately subsequent to any such transaction otherwise permitted by this Section 5.01(c), the aggregate Percentage Interests of Grupo VM and its Affiliates does not exceed the Permitted Maximum Percentage. (d) Section 5.01(a) shall also not prohibit or prevent Grupo VM or any of its Affiliates from acquiring securities of, or from entering into any merger or other business combination with, another Person that owns, beneficially or otherwise, any Holdco Equity Securities; provided, however, that (i) such Person shall not have acquired such Holdco Equity Securities in contemplation of Grupo VM or such Affiliate acquiring the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and securities of, or entering into any shares of Common Stock issued upon the conversion of such Preferred Shares (collectivelymerger or other business combination with, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Person, (ii) the Preferred Shares ownership of such Holdco Equity Securities by such Person shall not be converted to Common Shares prior to a material reason for Grupo VM or such Affiliate acquiring the date (the period prior to securities of, or entering into any such datemerger or other business combination with, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; Person, and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) such Person shall not convert more own, beneficially or otherwise, greater than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average 1% of the closing last trade price Holdco Equity Securities then-outstanding. (e) If (i) the aggregate Percentage Interest of shares Grupo VM and its Affiliates falls below 30% (other than as a result of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ an issuance or offering of Shares by Holdco with respect to which Grupo VM and its Affiliates did not have preemptive rights) and (ii) Grupo VM or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting of its Affiliates subsequently purchases any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree pursuant to be subject to the provisions of this Section 2.2.1(b5.01(b)(v) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner result of such Preferred Sharespurchase the aggregate Percentage Interests of Grupo VM and its Affiliates exceeds 30%, then Grupo VM will make a “mandatory bid” in compliance with Rule 9 of The City Code on Takeovers and Mergers, without regard for whether Rule 9 or such Code is otherwise applicable.

Standstill. Notwithstanding anything to Without the contrary contained hereinprior written consent of Placement Agent, Seller hereby acknowledges and agrees that from the date hereof until thirty (30) days after the Placement Securities are registered, neither the Company nor any subsidiary shall (i) issue, enter into any agreement to issue or announce the Preferred issuance or proposed issuance of any Ordinary Shares of Purchaser delivered under the provisions or Ordinary Shares equivalents, other than an Exempt Issuance or (ii) file any registration statement or any amendment or supplement thereto. For purposes of this Section 2.2.1 and any Agreement, “Exempt Issuance” means the issuance of (a) shares of Common Stock issued Ordinary Shares or options to employees, officers or directors of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such Preferred Shares securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (collectivelyother than in connection with stock splits or combinations) or to extend the term of such securities, (c) the "Consideration Shares"securities of the Company issued pursuant to the Purchase Agreements and (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 14 herein and provided that any such issuance shall only be transferred by Seller pursuant to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an effective registration of entity whose primary business is investing in securities. Please confirm that the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior foregoing correctly sets forth our agreement by signing and returning to the date (Placement Agents the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions enclosed copy of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.Agreement. By: Name: Title:

Standstill. Each Investor Party agrees with the Company, severally and not jointly, that, during the Term and thereafter until the date on which no Investor Director is serving on the Board (and, in the case of Section 5.08(g), for a period of six (6) months following the later of the foregoing), without the prior written approval of the Board, such Investor Party and its controlled Affiliates shall not, directly or indirectly: (a) acquire, offer or seek to acquire, agree to acquire or make a proposal to acquire, whether by private or open market purchase, a block trade, a tender or exchange offer, beneficial ownership of, or any economic interest in, any right to direct the voting or disposition of, or any other right with respect to any Voting Securities or direct or indirect rights to acquire any Voting Securities of the Company, any securities convertible into or exchangeable for any such Voting Securities, any options puts, calls, swaps or other derivative or convertible instruments, hedging contracts or other derivative securities or contracts or instruments in any way related to the price of shares of Common Stock (solely to the extent that, after giving effect to such acquisition, such Investor Party and its Affiliates would beneficially own, in the aggregate, greater than 14.9% of the then outstanding Common Stock); (b) make any public announcement with respect to, or offer, seek, propose or indicate an interest in (in each case with or without conditions), either alone or in concert with others, any Extraordinary Transaction, or enter into any discussions, negotiations, arrangements, understandings (whether written or oral) with any Person regarding any of the foregoing (it being understood that the foregoing shall not restrict any Investor Parties from tendering shares, receiving payment or shares or otherwise participating in any such Extraordinary Transaction on the same basis as other stockholders of the Company); (c) (i) make or in any way encourage or participate in any “solicitation” of “proxies” or consents (whether or not relating to the election or removal of directors), as such terms are used in the rules of the SEC (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)), to vote, or knowingly seek to advise, encourage or influence any Person with respect to voting, acquisition or disposition of, any Voting Securities of the Company or any of its Subsidiaries or any securities convertible or exchangeable into or exercisable for any such Voting Securities, (ii) request, call or seek to call (or, for the avoidance of doubt, publicly support another Person’s request or call for) a meeting of the Company’s stockholders or action by written consent (or the setting of a record date therefor), (iii) initiate or be the proponent of any stockholder proposal for action by the Company’s stockholders, (iv) seek, alone or in concert with others, election to or to place a representative on the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board, except as expressly set forth in Section 5.10, (v) seek, alone or in concert with others (including through any “withhold” or similar campaign), the removal of any director from the Board (other than, in the case of the Investor Parties, any Investor Directors), or (vi) become a “participant” in any contested “solicitation” (as such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company; provided, however, that nothing in this Agreement will prevent the Investor Parties or their Affiliates from taking actions in furtherance of identifying any replacement for an Investor Director pursuant to Section 5.10, as applicable; (d) except as expressly permitted by this Agreement with respect to the Investor Directors, otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, board of directors or business of the Company or any of its Subsidiaries, including (i) controlling or changing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (ii) any material change in the capitalization, capital allocation policy or dividend policy of the Company or (iii) seeking to have the Company waive or make amendments or modifications to the Company Charter Documents, or other actions that may impede or facilitate the acquisition of control of the Company by any Person; (e) grant any proxy, consent or other authority to vote any Voting Securities with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders); (f) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among such Investor Party and its controlled Affiliates and otherwise in accordance with this Agreement; (g) other than sales into the public market pursuant to a bona fide, broadly distributed underwritten public offering, in each case made pursuant to the Registration Rights Agreement or through a bona fide sale to the public without registration effectuated pursuant to Rule 144 under the Securities Act 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 rights decoupled from the underlying securities of the Company held by such Investor Party to any Third Party that, to the actual knowledge of such Investor Party, would result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest representing in the aggregate in excess of 4.9% of the shares of Common Stock outstanding at such time or would increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time; provided, that the restriction in this Section 5.08(g) will not apply with respect to any Third Party who makes filings with respect to the Company’s securities to the SEC on Schedule 13G pursuant to Rule 13d-1(b) under the Exchange Act; (h) make a request for any stockholder list or other Company books and records under Section 220 of the DGCL or otherwise; provided that nothing in this Agreement shall restrict any Investor Director’s rights as a director of the Company under Section 220(d) of the Delaware General Corporation Law; (i) make any proposal or statement of inquiry or disclose any intention, plan or arrangement inconsistent with any of the foregoing; (j) 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; (k) 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 Investor Party and its Affiliates) with respect to any of the foregoing, including forming, joining or in any way participating in a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any Third Party in connection with any of the foregoing; (l) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this Section 5.08; provided that this clause shall not prohibit any Investor Party from making a confidential request to the Company seeking an amendment or waiver of the provisions of this Section 5.08, 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 (m) contest the validity of this Section 5.08 or make, initiate, take or participate in any demand, Action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 5.08. The restrictions in this Section 5.08 shall terminate automatically upon the earliest occurrence of any of the following: (A) the Company’s entry into a definitive agreement with respect to any Extraordinary Transaction that would result in the acquisition by any person or group of more than 50% of the Voting Securities or assets having an aggregate value exceeding 50% of the aggregate enterprise value of the Company and (B) the commencement of any tender or exchange offer (by any Person or group other than the Investor Parties or their Affiliates) which, if consummated, would constitute an Extraordinary Transaction that would result in the acquisition by any person or group (with the exception of the Investor Parties and any of their Affiliates) of more than 50% of the Voting Securities, where the Company files with the SEC a Schedule 14D-9 (or amendment thereto) that does not recommend that its stockholders reject such tender or exchange offer. Notwithstanding anything to the contrary contained hereinin this Agreement, Seller hereby acknowledges nothing the Agreement shall limit the ability of any Investor Director to vote or otherwise exercise his or her legal duties or otherwise act in his or her capacity as a member of the Board. Furthermore, notwithstanding anything to the contrary in this Section 5.08, nothing in this Section 5.08 shall prohibit or restrict the Investor Parties from: (A) communicating privately with the Board, any member of senior management of the Company (including the Company’s Chief Executive Officer, Chief Financial Officer, and agrees General Counsel) or any director of the Company regarding any matter (it being understood that the Investor Parties shall not engage in any such private communications if the content of such communications would reasonably be expected to require any public disclosure of such communications, without the prior authorization of the Board or Chief Executive Officer); (iB) privately communicating to the Preferred Shares Investor Parties’ or its Affiliates’ investors or potential investors regarding the Company; provided that any such communications to investors or potential investors (1) are subject to reasonable confidentiality obligations of Purchaser delivered such investors or potential investors and are not reasonably expected to be publicly disclosed, (2) are not made with an intent to, and do not, circumvent any of the restrictions in this Agreement or otherwise in bad faith and (3) are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (C) 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, in each case upon the advice of outside legal counsel (provided, that, to the extent permitted by applicable law, the applicable Investor Party will provide the Company with notice of any such requirement prior to making any such statement); (D) voting, transferring or hedging (subject to Section 5.08(g) and Section 5.20); (E) participating in rights offerings made by the Company to all holders of its Common Stock, receiving any dividends or similar distributions with respect to any securities of the Company held by such Investor Party, tendering shares of Common Stock, or otherwise exercising rights under its Common Stock that are not the provisions subject of this Section 2.2.1 and 5.08; or (F) at any shares of Common Stock issued upon time after eight months following the conversion of such Preferred Shares (collectivelydate hereof, the "Consideration Shares") shall only be transferred by Seller pursuant making a proposal relating to an effective registration Extraordinary Transaction, provided that such proposal is first made privately to the Board or Chief Executive Officer and is conditioned on the approval of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇Board.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.

Standstill. Notwithstanding anything to During the contrary contained hereinperiod (such period, Seller hereby acknowledges the “Standstill Term”) commencing as of the Closing Date and agrees that continuing until the later of (iA) the Preferred Shares date that concludes any 90 day continuous period during which no Investor Designee serves on the Board, provided that, notwithstanding the foregoing, if the Investor subsequently designates a new Investor Designee that serves on the Board following such 90-day period, the Standstill Term shall be reinstated commencing as of Purchaser delivered under such date that such new Investor Designee serves on the provisions Board, and (B) the date on which the Investor and its Affiliates beneficially own less than five percent (5.0%) of this Section 2.2.1 and any the shares of Common Stock then issued upon and outstanding, neither the conversion Investor nor any Investor Affiliate Assignee Parent shall do any of such Preferred Shares the following, either directly or indirectly by causing, requesting or directing its Affiliates to do any of the following, except as expressly approved or invited in writing by the Company: (collectivelya) other than Permitted Purchases and purchases of Additional Subscription Shares, directly or indirectly, acquire beneficial ownership of Common Stock and/or Common Stock Equivalents and/or any instrument that gives the "Consideration Shares"Investor or any of its Affiliates the economic equivalent of ownership of an amount of securities of the Company (a “Derivative”), except, nothing in this Section 3.1(a) shall only be transferred by Seller pursuant to an effective registration prevent or prohibit the Investor or any of the offering of such shares under the Securities Act or its Affiliates from (i) investing in a transaction that is fund with respect to which the Investor or any of its Affiliates does not in violation of applicable securities Lawshave or share decision-making authority over investment or divestment decisions; or (ii) in the Preferred Shares case of an Affiliate that is a private equity fund or a credit fund, investing through a portfolio company of such fund; (b) make a tender, exchange or other public offer to acquire Common Stock and/or Common Stock Equivalents; (c) directly or indirectly, (i) seek to have called any meeting of the stockholders of the Company or propose any matter to be voted upon by the stockholders of the Company, or (ii) propose or nominate for election to the Board any person whose nomination has not been approved by a majority of the Board (excluding the Investor Designee, if any); (d) directly or indirectly, encourage, accept or support a tender, exchange or other offer or proposal by any other Person or group (an “Offeror”) for securities of the Company (if such offer or proposal would, if consummated, result in a Change of Control of the Company, such offer or proposal is referred to as an “Acquisition Proposal”); provided, however, that from and after the filing of a Schedule 14D-9 (or successor form of Tender Offer Solicitation/Recommendation Statement under Rule 14d-9 of the Exchange Act) by the Company recommending that stockholders accept any such offer filed after such offer has commenced, the Investor shall not be converted prohibited from taking any of the actions otherwise prohibited by this Section 3.1(d) for so long as the Board maintains and does not withdraw such recommendation; (e) directly or indirectly, solicit proxies or consents or propose or seek or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act), or seek to Common Shares prior advise or influence any Person, with respect to voting of any securities of the Company; (f) deposit any securities of the Company in a voting trust or subject any securities of the Company to any arrangement or agreement with respect to the date voting of such securities, including the granting of any proxy; (g) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the period Company’s assets or businesses, purchase of any securities of the Company or any Derivative, or any similar transaction involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company, in each case without the prior to such date, written consent of the "Waiting Period"Board (a transaction described in clauses (i) and (ii) that would result in a Change of Control, is referred to as a “Business Combination”); (h) act in concert with any Third Party to take any action in clauses (a) through (g) above, or, directly or indirectly, form, join or in any way participate in a “partnership, limited partnership, syndicate, or other group” as such terms are used in the earlier rules of the SEC with respect to the Company or any securities of the Company; (xi) six (6) months after request or propose to the date of issuance and delivery to Seller of such Preferred Shares Board or (y) the effective date of a registration statement regarding the offering of such shares by the Seller Company (or any of its direct or indirect transferee) under the Securities Act; officers, directors, Affiliates employees, attorneys, accountants, financial advisors and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500other professional representatives), per weekdirectly or indirectly, such amount computed based on the five day moving average any amendment or waiver of the closing last trade price any provision of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this Section 3.1 (including this clause (iiii). Each direct ); (j) make any public announcement regarding, or indirect transferee take any action that could require the Company to make a public announcement regarding, a potential Business Combination or any of the Preferred Shares shall agree to be subject matters set forth in clauses (a) through (i) above; or (k) enter into discussions, negotiations, arrangements or agreements with any Person relating to the provisions of foregoing actions referred to in (a) through (i) above; provided, however, that nothing contained in this Section 2.2.1(b) and 3.1 shall prohibit the related provisions Investor or any of this Agreement pursuant its Affiliates from making confidential, nonpublic proposals to an instrument in form and substance reasonably acceptable to Purchaser the Board for a transaction involving a Business Combination following the public announcement by the Company after the Closing Date that it has entered into a definitive agreement with a Third Party for a transaction involving a Business Combination, or the Investor Designee from performing its duties as a condition to being member of the record or beneficial owner of such Preferred SharesBoard.

Standstill. Notwithstanding anything Each member of the Shareholder Group agrees that during the Standstill Period he or it will not, and he or it will cause each of such person’s respective Affiliates, Associates and agents and any other persons acting on his or its behalf not to: (a) acquire, offer to acquire or agree to acquire by purchase, tender offer, exchange offer, agreement or business combination or any other manner beneficial ownership of any securities of the Company, if after completion of such acquisition or proposed acquisition, such party would beneficially own more than 14.9% of the outstanding shares of Common Stock (based on the latest annual, quarterly or other report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act); (b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the contrary contained hereinBoard or oppose the directors nominated by the Board, Seller hereby acknowledges and agrees that other than as expressly permitted by this Agreement; (ic) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the Preferred Shares meaning of Purchaser delivered under Section 13(d)(3) of the provisions of this Section 2.2.1 and Exchange Act with respect to the Common Stock or deposit any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares voting trust or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (similar arrangement or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of subject any shares of Common Stock to any voting agreement or pooling arrangement, other than (i) with other members of the Shareholder Group or one or more of their Affiliates (provided that any such Affiliate signs a joinder to this Agreement), (ii) to the extent such a group may be deemed to result with the Company any of its Affiliates as quoted on a result of this Agreement or (iii) a voting agreement required to be entered into pursuant to a Sale Transaction which has been approved by a majority of the Board (as defined below); (d) engage in discussions with other shareholders of the Company, solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to the Common Stock, or make, or in any way encourage, influence or participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or advise, encourage or influence any person with respect to voting or tendering, any shares of Common Stock with respect to any matter, including without limitation, any Sale Transaction that is not approved by a majority of the Board, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act and the rules promulgated by the SEC thereunder), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting; (e) call, seek to call, or to request the calling of, a special meeting of the shareholders of the Company, or seek to make, or make, a shareholder proposal at any meeting of the shareholders of the Company or make a request for a list of the Company’s shareholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company, except in ▇▇▇▇▇▇▇▇▇▇.▇▇’▇ capacity as a member of the Board; (f) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist, solicit, encourage or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (including by tendering or selling into) (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any transfer or acquisition of shares of Common Stock or other securities of the Company or any securities of any Affiliate of the Company if, after completion of such national transfer or acquisition or proposed transfer or acquisition, a person or group (other than the Shareholder Group and their Affiliates) would beneficially own, or have the right to acquire beneficial ownership of, more than 5% of the outstanding shares of Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act), provided that open market sales of securities exchange if Purchaser's through a broker by the Shareholder Group which are not actually known by the Shareholder Group, to result in any transferee acquiring beneficial ownership of more than 5% of the outstanding shares are listed on such an exchange, and Seller of Common Stock shall not be prohibited from converting any amount of Consideration Shares in excess of that permitted included in this clause (ii) or constitute a breach of this Section 7, (iii). Each direct ) any tender offer or indirect transferee exchange offer, merger, change of control, acquisition or other business combination involving the Company or any of its subsidiaries, or (iv) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries (any of the Preferred Shares transactions or events described in (i) through (iv) above are referred to as a “Sale Transaction”), unless such Sale Transaction has been approved by a majority of the Board and has been announced by the Company; (g) publicly disclose, or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 6 hereof or this Section 7, or otherwise seek (in any manner that would require public disclosure by any of the Company, or members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (h) disparage the Company or any member of the Board or management of the Company, provided that this provision shall agree not apply to be compelled testimony, either by legal process, subpoena or otherwise, or to communications that are required by an applicable legal obligation and are subject to contractual provisions providing for confidential disclosure; (i) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Company’s securities; (j) initiate, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions) other than to enforce the provisions of this Agreement, provided that the foregoing shall not prevent the Shareholder Group from responding to a validly issued legal process; provided, further, that this Section 2.2.1(b7(j) shall be of no force or effect after the time that ▇▇▇▇▇▇▇ has resigned from the Board; and provided, further, that nothing herein shall affect ▇▇▇▇▇▇▇’▇ rights in his capacity as a director of the related provisions Company; (k) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage any other person that engages, or offers or proposes to engage, in any of the foregoing; or (l) take or cause or induce or assist others to take any action inconsistent with any of the foregoing; provided that, notwithstanding the foregoing, it is understood and agreed that this Agreement pursuant shall not be deemed to an instrument prohibit the Shareholder Group from (i) making public statements, engaging in form discussions with other shareholders, soliciting proxies in support of a Sale Transaction, or any proposals recommended by the Board, that have been approved by a majority of the Board and substance reasonably acceptable publicly announced by the Company, (ii) voting shares of Common Stock beneficially owned by the Shareholder Group in compliance with Section 6 or (iii) in the event that the Company has not notified the Shareholder Group that the Corporate Governance and Nominating Committee or the Board, as applicable, has resolved to Purchaser as a condition recommend ▇▇▇▇▇▇▇ for re-election to being the record Board at the 2016 Annual Meeting by the date which is thirty (30) days prior to the Timely Deadline for the 2016 Annual Meeting, from nominating ▇▇▇▇▇▇▇ and other candidates for election to the Board at the 2016 Annual Meeting or beneficial owner making public statements, engaging in discussions with other shareholders or soliciting proxies in connection therewith or voting any shares or proxies in support of such Preferred Sharescandidates’ nomination for election at the 2016 Annual Meeting; and provided, further, that any of the foregoing actions taken by the Company, the Board or any committee thereof, including while ▇▇▇▇▇▇▇ is a member of the Board, shall not constitute a violation of Section 7 by the Shareholder Group.

Standstill. Notwithstanding anything to (a) Each TPG Shareholder agrees that, until the contrary contained hereinearlier of the three (3) year anniversary of the date hereof or the date on which such TPG Shareholder does not Beneficially Own any Company Ordinary Shares, Seller hereby acknowledges without the prior written consent of at least a majority of the Board, such TPG Shareholder shall not, and agrees that shall cause its controlled Affiliates not to, directly or indirectly: (i) acquire, agree to acquire, propose or offer to acquire, or knowingly facilitate the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 and acquisition of, any shares of Common Stock issued upon the conversion of such Preferred Company Ordinary Shares (collectively, the "Consideration Shares"other than acquisitions involving no more than three percent (3%) shall only be transferred by Seller pursuant to an effective registration of the offering fully-diluted voting power of the Company Ordinary Shares in the aggregate and, in any event, such shares under that the Securities Act TPG Shareholders, together with their controlled Affiliates, shall not own, in the aggregate, 25% or more of the then-outstanding Company Ordinary Shares), other than as a result of any stock split, stock dividend or subdivision of Company Ordinary Shares or in a transaction that is not in violation connection with any of applicable securities Laws; the transactions contemplated by the Merger Agreement; (ii) deposit any Company Ordinary Shares into a voting trust or similar contract or subject any Company Ordinary Shares to any voting agreement, pooling arrangement or similar arrangement or other contract, or grant any proxy with respect to any Company Ordinary Shares, in each case, other than any such voting trust, voting agreement, pooling arrangement or other contract, solely among the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and TPG Shareholders; (iii) following other than in connection with any matter recommended by the Waiting PeriodBoard, enter, agree to enter or propose or offer to enter into any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Seller Company or any of its subsidiaries or an acquisition of 10% or more of the assets of the Company and its subsidiaries; (iv) other than in connection with any matter recommended by the Board, make or its direct participate or indirect transferee) shall not convert more than that number of Preferred Shares engage in (subject to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500Section 5.1(b)), per weekany “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) to vote any Company Ordinary Shares, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this disregarding clause (iii). Each direct or indirect transferee iv) of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(bRule 14a-1(l)(2) and the related provisions of this Agreement including any otherwise exempt solicitation pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.Rule 14a-2(b);

Standstill. Notwithstanding anything to 6.1.1 The standstill obligation, as set out in this Article 6.1, will take effect as of the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares of Purchaser delivered under the provisions Date of this Section 2.2.1 Agreement and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is will terminate on the earlier of (x) six (6) months after the date of issuance that is ten (10) years following the date on which the Closing occurs and delivery to Seller of such Preferred Shares or (y) the effective date termination of this Agreement if the Closing does not occur (the “Standstill Period”). 6.1.2 During the Standstill Period, the Investor, the Parent Investor or any of their Affiliates, shall not: (i) without the express written consent of the Issuer, directly or indirectly acquire any additional Equity Securities (other than the Warrants) of the Issuer, if after giving effect to such acquisition the Investor, the Parent Investor, any of the Affiliates of the Investor or the Parent Investor, or any other party Acting in Concert with the Investor, the Parent Investor or any of the Affiliates of the Investor or the Parent Investor would (without taking into account the Warrants or the shares issuable (but not yet issued) thereunder owned by them at that time) together in the aggregate directly or indirectly own or have the right to acquire more than 29.9% of the then issued and outstanding voting securities of the Issuer (assuming the exercise, conversion or exchange of any Equity Securities held by any of them at any time (other than the Warrants) that are exercisable, convertible or exchangeable into or for shares of the Issuer at such time) (the resulting number of securities rounded down) (the “Standstill Limit”); (ii) directly or indirectly encourage or support a registration statement regarding the offering of such shares tender, exchange or other offer or proposal by the Seller (or its direct or indirect transferee) under the Securities Act; and a third party; (iii) following propose (a) any merger, consolidation, business combination, tender or exchange offer, purchase of the Waiting PeriodIssuer’s assets or businesses, or similar transaction involving the Issuer or (b) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Issuer (it being understood that the Investor’s Chief Executive Officer may contact the Issuer’s Chief Executive Officer on a non-public and non-committal basis to gauge the Issuer’s Chief Executive Officer’s views on the Issuer’s potential interest in any such matter described in clause (a) or (b)); or (iv) directly or indirectly (a) submit matters to, request that matters be submitted to, or request the convening of, a general meeting of the shareholders of the Issuer, or (b) solicit proxies or consents, or become a participant in a solicitation in relation to matters submitted to a general meeting of the shareholders of the Issuer, in each case of (a) and (b) without or against the recommendation or support by the Board of Directors except that Investor may solicit proxies or consents and may become a participant in a solicitation in connection with any proposal that would adversely affect its rights under this Agreement, the Seller (Warrants, or its direct the Option, License and Collaboration Agreement or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average as a shareholder of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchangeIssuer, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of may also make a proposal pursuant to Article 7.3.1, provided that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(bArticle 6.1.2(iv) and shall automatically cease to apply when the related provisions of this Agreement Investor ceases to have the right to appoint Investor Board Designees pursuant to an instrument Article 7.3; (a) make public statements with respect to (save if legally obliged to) or, (b) with the actual knowledge of the Parent Investor’s executive officers, provide assistance to, commit to, or discuss or enter into any agreement or arrangement with any party to do, any of the foregoing prohibited actions provided that in form relation to prohibited actions in subsection (ii) that have been committed without the actual knowledge of the Parent Investor’s executive officers, the Investor and substance reasonably acceptable to Purchaser as a condition to being Parent Investor shall promptly terminate and unwind such actions upon written request of the record or beneficial owner of such Preferred SharesIssuer.

Standstill. Notwithstanding anything to the contrary contained herein, Seller hereby acknowledges and agrees that (i) the Preferred Shares Except for its exercise of Purchaser delivered under the provisions of this Section 2.2.1 and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller rights pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; (ii) the Preferred Shares shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after the date of issuance and delivery to Seller of such Preferred Shares or (y) the effective date of a registration statement regarding the offering of such shares by the Seller (or its direct or indirect transferee) under the Securities Act; and (iii) following the Waiting Period, the Seller (or its direct or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Agreement, the Investor Group agrees that it will not nor will it cause or permit any of its affiliates or any of its Representatives, without the prior approval of one of the Incumbent Directors then in office, directly or indirectly: (a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any 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 division thereof or of any such successor; (b) enter into, agree to enter into, commence or submit any merger, consolidation, tender offer, exchange offer, business combination, share exchange, recapitalization, restructuring or other extraordinary transaction involving the Company, any subsidiary or division of the Company, or any of their respective securities or assets or take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of any such transaction; provided, however, that the prohibition in this Section 2.2.1(b4.02(b) does not include the Tender Offer; (c) make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the Commission) to vote any voting securities of the Company or any subsidiary thereof; provided, however, that the prohibition in this Section 4.02(c) shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act or any successor provision; (d) tender into a tender or exchange offer commenced by a third party other than a tender or exchange offer that the Board has affirmatively publicly recommended to the Company’s stockholders that such stockholders tender into such offer and has not publicly withdrawn or changed such recommendation (and in the related provisions case of such a withdrawal or change of recommendation, it shall not be a breach of this Agreement pursuant clause (d) if the tendered or exchanged securities are withdrawn prior to the expiration of such tender or exchange offer); provided, however, that the prohibition in this Section 4.02(d) does not include the Tender Offer; (e) enter into any discussions, negotiations, arrangements or understandings with any third party (other than any person that would be a Permitted Transferee) with respect to any of the foregoing, or otherwise form, join or in any way engage in discussions relating to the formation of, or participate in, a “group” with respect to any securities of the Company, other than a group including solely the Investor Group; (f) call, request the calling of, or otherwise seek or submit a written request for the calling of a special meeting of, or initiate any stockholder proposal for the election of any director (other than the designation to the Company of an instrument Investor Designated Director in form accordance with Section 2.01) by the stockholders of the Company; (g) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (h) advise, knowingly assist or knowingly encourage, or enter into any arrangements with, any other Persons in connection with any of the foregoing; or (i) request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); provided, however, that none of the foregoing (i) shall prevent, restrict, Encumber or in any way limit the exercise of the fiduciary rights and substance reasonably acceptable to Purchaser obligations of any Investor Designated Director as a condition director or prevent, restrict, Encumber or in any way limit the ability of any Investor Designated Director to being vote on matters, influence officers, employees, agents, management or the record other directors of the Company, take any action or beneficial owner make any statement at any meeting of such Preferred Sharesthe Board or any committee thereof, or otherwise to act in their capacity as directors; (ii) shall prevent any member of the Investor Group from Selling any Covered Securities held by it or voting its Common Stock, in each case in accordance with this Agreement; (iii) shall apply to or restrict any discussions or other communications between or among directors, members, officers, employees or agents of any member of the Investor Group or any affiliate thereof; (iv) shall prohibit any member of the Investor Group from soliciting, offering, seeking to effect or negotiating with any person with respect to transfers of Covered Securities otherwise permitted by Section 5.01 or (v) restrict any disclosure or statements required to be made by any Investor Designated Director or the Investor Group under applicable Law or Trading Market Regulation.

Standstill. Notwithstanding anything None of the Investors may (and each Investor shall cause its Affiliates and Associates that it controls, and use reasonable efforts to cause its other Affiliates and Associates, not to), without the prior written consent of the Board: (a) publicly propose that any Investor or Qualified Stockholder or any Affiliate or Associate of any 104 Investor or Qualified Stockholder enter into, directly or indirectly, any merger or other business combination involving Parent or propose to purchase, directly or indirectly, a material portion of the assets of Parent or any Material Parent Subsidiary, or make any such proposal privately if it would reasonably be expected to require Parent to make a public announcement regarding such proposal; (b) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in Regulation 14A promulgated under the Exchange Act) to vote or consent with respect to any Voting Securities of Parent or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Parent; (c) form, join or participate in or encourage the formation of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any Voting Securities of Parent, other than a group consisting solely of Investors and Qualified Stockholders; (d) deposit any Voting Securities of Parent into a voting trust or subject any such Voting Securities to any arrangement or agreement with respect to the contrary contained hereinvoting thereof, Seller hereby acknowledges and agrees that other than any such trust, arrangement or agreement (i) the Preferred Shares of Purchaser delivered under the provisions of this Section 2.2.1 only parties to, or beneficiaries of, which are Investors and any shares of Common Stock issued upon the conversion of such Preferred Shares (collectively, the "Consideration Shares") shall only be transferred by Seller pursuant to an effective registration of the offering of such shares under the Securities Act or in a transaction that is not in violation of applicable securities Laws; Qualified Stockholders and (ii) the Preferred Shares terms of which do not require or expressly permit any party thereto to act in a manner inconsistent with this Agreement; (e) initiate, propose or otherwise solicit stockholders of Parent for the approval of one or more stockholder proposals with respect to Parent as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other person to initiate any stockholder proposal with respect to Parent; (f) except in accordance with Section 3.04, seek election to or seek to place a representative on the Board or seek the removal of any member of the Board; (g) call or seek to have called any meeting of the stockholders of Parent; (A) solicit, seek to effect, negotiate with or provide non-public information to any other person with respect to, (B) make any statement or proposal, whether written or oral, to the Board or any director or officer of Parent with respect to, or (C) otherwise make any public announcement or proposal whatsoever with respect to any form of business combination transaction (with any person) involving a change of control of Parent or the acquisition of a substantial portion of the equity securities or assets of Parent or any Material Parent Subsidiary, including a merger, consolidation, tender offer, exchange offer or liquidation of Parent's assets, or any restructuring, recapitalization or similar transaction with respect to Parent or any Material Parent Subsidiary; provided, however, that the foregoing shall not be converted to Common Shares prior to the date (the period prior to such date, the "Waiting Period") that is the earlier of (x) six (6) months after apply to any discussion between or among the date Investors and the Qualified Stockholders or any of issuance and delivery to Seller of such Preferred Shares their respective officers, employees, agents or representatives or (y) in the effective date case of clause (B) above, be interpreted to limit the ability of any Investor or Qualified Stockholder, or any designee of any Investor or Qualified Stockholder, on the Board to make any such statement or proposal or to discuss any such proposal with any officer or director of or advisor to Parent or advisor to the Board unless, in either case, it would reasonably be expected to require Parent to make a registration public announcement regarding such discussion, statement regarding or proposal; (i) otherwise act, alone or in concert with others, to seek to control or influence the offering management or policies of Parent (except for (A) voting as a holder of Voting Securities in accordance with the terms of such shares by the Seller (or its direct or indirect transferee) under the Voting Securities Act; and (iiiB) following actions taken as a director or officer of Parent); (j) publicly disclose any intention, plan or arrangement inconsistent with the Waiting Periodforegoing, the Seller or make any such disclosure privately if it would reasonably be expected to require Parent to make a public announcement regarding such intention, plan or arrangement; or (k) advise, assist (including by knowingly providing or its direct arranging financing for that purpose) or indirect transferee) shall not convert more than that number of Preferred Shares to Common Shares than an aggregate of Thirty-Seven thousand and Five Hundred Dollars ($37,500), per week, such amount computed based on the five day moving average knowingly encourage any other person in connection with any of the closing last trade price of shares of Common Stock as quoted on ▇▇▇▇▇▇▇▇▇▇foregoing.▇▇▇ or any such national securities exchange if Purchaser's shares are listed on such an exchange, and Seller shall be prohibited from converting any amount of Consideration Shares in excess of that permitted in this clause (iii). Each direct or indirect transferee of the Preferred Shares shall agree to be subject to the provisions of this Section 2.2.1(b) and the related provisions of this Agreement pursuant to an instrument in form and substance reasonably acceptable to Purchaser as a condition to being the record or beneficial owner of such Preferred Shares.