Common use of Standstill Clause in Contracts

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ North Tide Group Shareholders solely on behalf agrees that, during the Covered Period, it shall not, and shall cause each of itself and its respective Affiliates and or Associates hereby severally and not jointly agrees that from (as such terms are defined in Rule 12b-2 promulgated by the date hereof until SEC under the termination Securities Exchange Act of this Agreement in accordance with Section 5 1934, as amended (the “Covered Period”"Exchange Act")) (collectively and individually, the "North Tide Affiliates") not to (except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to), directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “"securities of the Company”") for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “"solicitation” " or acting as a “"participant” " in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “"group” " (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not North Tide Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 arrangementarrangement (including lending any securities of the Company to any person for the purpose of allowing such person to vote such securities in connection with any stockholder vote of the Company), or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth other than in accordance with this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single "person" under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW North Tide Group Shareholders (together with their Affiliates and Associates and the North Tide Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4915% 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 such personsthe North Tide Group and the North Tide Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action actions that reduces the number of outstanding shares of Common Stock, as long as the beneficial or other ownership interest of the North Tide Group does not increase thereafter (except solely as a result of corporate actions taken by the Company); (iv) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “"Extraordinary Transaction”"), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW the North Tide Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof a North Tide Affiliates of any securities of the Company into any tender or exchange offeroffer or vote with respect to any Extraordinary Transaction approved by the Board; (v) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or vote by other similar right (including any PW Group Shareholders hedging, put or ▇▇ ▇▇▇▇ Group Shareholders call option or an Affiliate or Associate thereof of "swap" transaction) with respect to any securities of the Company (other than a broad-based market basket or index); (vi) (A) seek representation on or nominate any candidate to, the Board, except as set forth herein, (B) seek or encourage the removal of any member of the Board, (C) conduct a referendum of stockholders, or (D) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (vii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board, management or policies of the Company, including any plans or proposals to change the number or term of directors or the removal of any directors, or to fill any vacancies on the Board, except as set forth herein; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company's management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company's restated certificate of incorporation, as amended, or the Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person; (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) make any public disclosure, announcement or statement regarding any intent, purpose, arrangement, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (ix) commence, encourage or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors; (x) take any action which could cause or require the Company or any Affiliate of the Company to make a public announcement regarding any of the foregoing, publicly seek or request permission to do any of the foregoing; (xi) request, directly or indirectly, that the Company or the Board or any of their respective representatives amend or waive any provision of this Section 2(a) or for the Board to specifically invite the North Tide Group to take any actions prohibited by this Section 2(a); (xii) 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 cause 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; (xiii) take any action challenging the validity or enforceability of any of the provisions of this Section 2(a) or publicly disclose, or cause or facilitate the public disclosure (including the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purposes, plan or proposal to take any action challenging the validity or enforceability of any provisions of this Section 2(a). The foregoing provisions of this Section 2(a) shall not be deemed to prohibit (i) the North Tide Group and their representatives from communicating privately with the Company's directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (ii) the North Tide Group from taking actions, beginning not before the earlier to occur of (A) February 13, 2015 or (B) the date that is 45 days prior to the deadline for the submission of stockholder director nominations for the 2015 Annual Meeting, in furtherance of privately identifying director candidates in connection with the 2015 Annual Meeting so long as such actions do not create a public disclosure obligation for the North Tide Group or any of the North Tide Affiliates and are undertaken on a confidential basis, without contacting any stockholder of the Company and in accordance in all material respects with the North Tide Group's normal practices in similar circumstances; or (iii) the 2014 New Nominees from taking any actions that may be taken solely in their capacity as members of the Board in accordance with their respective fiduciary duties to all stockholders of the Company so long as such actions are consistent with the North Tide Group's and such 2014 New Nominee's obligations and representations under the other sections of this Agreement. Further, the foregoing provisions of this Section 2(a) shall not limit the ability of the North Tide Group, except as otherwise provided in Section 1(d), to vote its shares of Common Stock or announce its opposition to any Board-approved proposals on any matter submitted to a vote of the stockholders, including with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or to the extent such proposals are not supported by ▇▇ ▇. ▇▇▇▇▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act his capacity as a potential bidder for the Company within 10 days member of the Board’s decision to initiate . (b) For purposes of this Agreement: (i) the sale process terms "person" or negotiate the Third Party acquisition proposal "persons" shall mean any individual, corporation (including not-for-profit), general or the public announcement limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one any kind or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);nature.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly Investor agrees that that, from the date hereof until the termination of this Agreement in accordance with Section 5 until the expiration of the Standstill Period (the “Covered Period”as defined below), except as expressly set forth without the prior written consent of at least five (5) members of the Board specifically expressed in this Agreementa written resolution, neither it nor any of its Affiliates or Associates Related Persons (as defined below) will, and it will cause each of its Affiliates and Associates Related Persons not to, directly or indirectly indirectly, alone or with others, in any manner, alone or in concert with others: (i) makepublicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, engage in, singly or in with any way participate inother person, directly or indirectly, (x) any “solicitation” form of proxies (as such terms are used in the proxy rules business combination or acquisition or other transaction relating to a material amount of assets or securities of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(ivCompany or any of its subsidiaries, (y) any form of the Exchange Act) restructuring, recapitalization or consents to vote, or seek to advise, encourage or influence any person similar transaction with respect to the voting Company or any of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a Change of Control of the Company; provided, however, that this clause (i) shall not preclude the tender by any Investor of any securities of the Company into any tender or exchange offer not made, financed, or otherwise supported by the Investor Group or any Affiliate or Associate thereof or preclude the ability of any Investor to vote its shares of Common Stock for or against any transaction involving the Company’s securities convertible where the transaction is not proposed or exchangeable into sponsored by any Investor or exercisable for any such securities Affiliate or Associate thereof; (collectively, “ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, or become conduct any non-binding referendum with respect to any voting securities of the Company, or engage in any solicitation activities on behalf of any person, or conduct any exempt solicitation, including under Rule 14a-2(b)(1) under the Exchange Act, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise take any action that could cause any Investor to be deemed a “participant” in any contested a “solicitation,” for the election of directors with respect to the Company (as such terms are defined or used in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1, respectively, under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant , to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit vote any securities of the Company in opposition to any voting trust recommendation or similar arrangement, or subject any securities proposal of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this AgreementBoard; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% representing in the aggregate in excess of ten percent (10%) of the shares of Common Stock outstanding at such timethen outstanding; provided, however, that the Investor Group acknowledges the Section 382 Tax Benefits Preservation Plan, dated as of February 19, 2018 (the “Tax Benefits Plan”), by and between the Company, Computershare Inc., a Delaware corporation (“Computershare”), and (B) with respect Computershare’s wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, and that under the Tax Benefits Plan, any Investor must seek a waiver or exemption from the Company under the Tax Benefits Plan prior to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and acquiring beneficial ownership of any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 additional shares of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock, and nothing contained in this Section 3(a)(iii) or elsewhere in this Agreement shall be interpreted as any intention or commitment by the Company to grant any such waiver or exemption, if requested; (iv) advise, encourage or influence any person with respect to the voting of (or execution of a proxy or written consent in respect of) or disposition of any securities of the Company; (v) other than in sale transactions on the NYSE or through a broker or dealer where the identity of the purchaser is not known or in underwritten widely dispersed public offerings, knowingly sell, offer or agree to sell, sell directly or indirectly, through swap or hedging transactions or otherwise, the any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders Investors or any of their Affiliates or Associates to any person or entity not a party to this Agreement (a “Third Party (as defined belowParty”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial any, beneficial, economic or other ownership interest in more than 5% representing in the aggregate more than 4.99% of the shares of Common Stock outstanding at such time; (vi) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any Affiliate or Associate of the Investors not a party to this Agreement; (vii) engage in any short sale with respect to any security (other than a broad-based market basket or index) that includes, relates to, or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (viii) except as otherwise expressly set forth in this Agreement (including, without limitation, Sections 1(a) and (e) with respect to the appointment, nomination and replacement of the New Director and for the avoidance of doubt, the New Director’s actions as a director of the Company, strictly subject to his fiduciary duties to the Company and its shareholders, Section 1(f) with respect to the size of the Board, Section 2(b) with respect to voting on any Opposition Matter or Other Voting Recommendation and Section 3(c) with respect to private discussions with the Company), take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, governance, compensation, policies, strategic direction, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Second Amended and Restated Articles of Incorporation or the Company’s Third Amended and Restated Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (ix) call or seek to call, or request the call of, alone or in concert with others, any meeting of shareholders, whether or not such a meeting is permitted by the Company’s Second Amended and Restated Articles of Incorporation or the Company’s Third Amended and Restated Bylaws, including, but not limited to, a “town hall meeting;” (x) seek, alone or in concert with others, representation on the Board, except as expressly permitted by this Agreement; (xi) initiate, encourage or participate in any “vote no,” “withhold” or similar campaign relating to the Company; (xii) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement or agreement solely among the members of the Investor Group that is otherwise in accordance with this Agreement); (xiii) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any shareholder proposals (including any submission of shareholder proposals pursuant to Rule 14a-8 under the Exchange Act); (xiv) form, join or in any other way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than the Investor Group); provided, however, that nothing herein shall limit the ability of an Affiliate of the Investor Group to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees, in a writing executed and delivered to the Company, to be bound by the terms and conditions of this Agreement as though it was a party hereto; (xv) demand a copy of the Company’s list of shareholders or its other books and records, whether pursuant to Section 1508 of the PBCL or pursuant to any other statutory right or otherwise; (xvi) institute, solicit or join, as a party, any litigation, arbitration or other proceeding (including any derivative action) against the Company or any of its future, current or former directors or officers or employees; provided, however, that for the avoidance of doubt, the foregoing restriction shall not apply to prevent any Investor from (A) any transaction with a Third Party who already has a Schedule 13G on file with bringing litigation to enforce the SEC provisions of this Agreement, (B) making counterclaims with respect to its ownership of Common Stock any proceeding initiated by, or on behalf of, the Company against an Investor, or (C) exercising statutory dissenter’s, appraisal or similar rights under the PBCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section 3(a)(xvi); (xvii) engage any Third Party who represents private investigations firm or other person to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result investigate any of the transaction it will file Company’s directors or officers; (xviii) take any action, directly or indirectly, to interfere with any employment, consulting, compensation, indemnification, separation or other agreements, arrangements or understandings, whether written or oral, formal or informal, between the Company and any current or former director or officer of the Company, or which are intended to benefit any current or former director or officer of the Company, including, but not limited to, any provisions of the Company’s Second Amended and Restated Articles of Incorporation and Third Amended and Restated Bylaws intended to indemnify, provide advancement of expenses or limit the liability of, any current or former director or officer of the Company; (xix) disclose publicly or privately, in a Schedule 13G manner that could reasonably be expected to become public, any intent, purpose, plan, or proposal with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their ReplacementsCompany, its management, policies, or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (vxx) effect enter into any negotiations, agreements, or understandings with any person or entity with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to effect persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; (xxi) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party; (xxii) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media, or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 3; or (xxiii) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing. (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not, in any respect, limit the New Director from taking actions in good faith solely in his or her capacity as a director of the Company, recognizing that such actions are subject to such director’s fiduciary duties to the Company and its shareholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Director anything that would be prohibited if done by entering any of the Investors or their Affiliates and Associates directly). (c) The foregoing provisions of this Section 3 shall not prohibit the Investor Group or its directors, officers, partners, employees, members, or agents, in each case acting in such capacity, from engaging in private discussions with the Company concerning the Investor Group’s views or suggestions concerning the Company so long as such private discussions are not intended to, and would not be reasonably expected to, trigger public disclosure obligations for any party or run afoul of any of the provisions of Section 3(a). The provisions of this Section 3 shall also not prevent the Investor Group from voting its shares of Common Stock on the Company’s proxy card or voting instruction form in a manner that does violate the provisions of Section 2 hereof or taking any actions as specifically contemplated in Section 1 hereto. (d) As of the date of this Agreement, (i) none of the Investors or its Affiliates and Associates are engaged in any discussions or negotiations with any person, concerning the acquisition of economic ownership of any securities (including common and preferred equity interests and debt that is convertible into any discussionsequity interests) of the Company or any rights decoupled from the underlying securities of the Company amd (ii) none of the Investors or its Affiliates and Associates have any agreements, negotiationsarrangements, agreements or understandings understandings, written or oral, formal or informal, and whether or not legally enforceable 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, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or concerning the acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving economic ownership of any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude rights decoupled from the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any underlying securities of the Company into Company. The Investors and its Affiliates and Associates agree to refrain from taking any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities actions during the Standstill Period to intentionally encourage other shareholders of the Company or any other persons to engage in any of the actions referred to in the previous sentence. (e) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms “beneficial owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own,” except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock that such person has the right to acquire pursuant to the exercise of any rights in connection with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets any agreement, regardless of the Company if the sale when such rights may be exercised and whether they are conditional, and (ii) all shares of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; providedin which such person has any economic interest, thatincluding, in the case of (B) and (C) abovewithout limitation, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);pursuant t

Standstill. (a) Each of the PW Group/Group Shareholders solely on behalf of itself and its respective Affiliates and Associates, each of the Luxor Shareholders solely on behalf of itself and its respective Affiliates and Associates and each of the ▇▇ ▇▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than than, with respect to PW Group/Luxor/▇▇▇▇▇▇ Shareholders, a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) 13D as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds 13D as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that (A) to the extent any of the PW Group Shareholders, the Luxor Shareholders and the ▇▇▇▇▇▇ Shareholders remain members of a Section 13(d) Group with any of the others, would result in the PW Group/Luxor/▇▇▇▇▇▇ Shareholders (together with their Affiliates and Associates and any other persons with whom any of such PW Group/Luxor/▇▇▇▇▇▇ Shareholders constitutes a Section 13(d) Group ) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 19.99% in the aggregate of the shares of Common Stock outstanding at such time or (B) to the extent none of the PW Group Shareholders, the Luxor Shareholders or the ▇▇▇▇▇▇ Shareholders are members of a Section 13(d) Group with any of the others, would result in (A1) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.498.5% in the aggregate of the shares of Common Stock outstanding at such time, and (B2) with respect to the ▇▇ ▇▇▇▇ Group Luxor Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4913.5% in the aggregate of the shares of Common Stock outstanding at such time, or (3) with respect to the ▇▇▇▇▇▇ Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 1.0% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common StockStock so long as the beneficial ownership interest of such persons, collectively with their Affiliates and Associates, do not increase thereafter (except solely as a result of further corporate actions taken by the Company), unless and until such ownership interest before and after such subsequent increase does not exceed such limitation; (iv) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or Group/Luxor/▇▇ ▇▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or Group/Luxor/▇▇ ▇▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, Transaction or (B) prohibit any PW Group Shareholders or Group/Luxor/▇▇ ▇▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, process or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in if a member of the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third PartyCompany’s current or previous management, any director or former director, or a Third Party commences a hostile tender offer any of their Affiliates or Associates has publicly offered to acquire all or substantially all of the Common Stock equity securities of the Company in a “take private” transaction subject to Rule 13e-3 promulgated under the Exchange Act; (v) 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 securities of the Company (it being understood that the PW Group/Luxor/▇▇▇▇▇▇ Shareholders may sell or otherwise dispose of or unwind call option, swap or hedging positions they may have as of the date hereof relating to securities of the Company; provided); (vi) (A) call or seek to call, thatalone or in concert with others, in the case any meeting of shareholders, including by written action, (B) and seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) aboveseek the removal of any member of the Board, (D) solicit consents from shareholders or otherwise act or seek to act by written action, (E) conduct a referendum of shareholders or (F) make a request for any shareholder list or other Company books and records, whether pursuant to Section 1600 of the California Corporations Code or otherwise; (vii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, except as set forth herein, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Articles of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) 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 this Agreement that is inconsistent with the provisions of this Agreement; (ix) 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; or (x) publicly request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit any of the PW Group/Luxor/▇▇▇▇▇▇ Shareholders or their directors, officers, partners, employees, members or agents (acting in such capacity) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) Each of the PW Group Shareholders orsolely on behalf of itself and its respective Affiliates and Associates, each of the Luxor Shareholders solely on behalf of itself and its respective Affiliates and Associates and each of the ▇▇▇▇▇▇ Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees to cause all shares of Common Stock beneficially owned by it as of the record date for the 2014 Annual Meeting to be present for quorum purposes and to be voted, at the 2014 Annual Meeting, and further agrees that at the 2014 Annual Meeting it shall (i) vote in favor of the event 2014 Company Slate; (ii) vote for ratification of Ernst & Young LLP as the Company’s auditors for the 2014 fiscal year; and (iii) vote for “say on pay” resolutions recommended by the Board. At any subsequent special shareholders’ meeting (or adjournments or postponements thereof) during the Covered Period each of the PW Group Shareholders, each of the Luxor Shareholders and each of the ▇▇▇▇▇▇ Shareholders shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it as of the applicable record date to be present for quorum purposes and to be voted in favor of the election to the Board of those director nominees nominated for election by the Board and against the removal of any directors whose removal is not recommended by the Board. (c) Nothing in this Section 2 shall prohibit or in any way limit any actions that one may be taken by the Nominees or more their Replacements acting solely as a director of the Company (including, without limitation, voting on any matter submitted for consideration by the Board, participating in deliberations or discussions of the Board and making suggestions or raising issues to the Board) consistent with his fiduciary duties as a director of the Company (it being understood and agreed that no PW Group/Luxor/▇▇▇▇▇▇ Shareholder or any Affiliates or Associates thereof shall seek to do indirectly through any of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the anything that would be prohibited if done by a PW Group/Luxor/▇▇ ▇▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process Shareholder or negotiate the Third Party acquisition proposal any Affiliate or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the CompanyAssociate thereof);.

Standstill. (a) Each of During the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself Standstill Period, the Investor shall not, and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor any of shall cause its Affiliates or Associates will(collectively, and it will cause each of its Affiliates and Associates “Restricted Persons”) not to, directly or indirectly in any mannerindirectly, alone absent prior express written invitation or in concert with othersauthorization by the Board: (ia) makesolicit proxies, engage indesignations or written consents of shareholders, or conduct any binding or nonbinding referendum with respect to Company Shares, or encourage or participate in any campaign to withhold proxies or votes for director nominees recommended by the Board, or make or in any way participate in, directly or indirectly, in any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules 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 or withhold the Exchange Act) or consents to vote, or seek to advise, encourage or influence vote of any person Company Shares with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, or become a “participant” in any contested “solicitation” solicitation for the election of directors with respect to the Company (as such terms are defined or used under in the Exchange Act) (Act and the rules promulgated thereunder), other than a “solicitation” solicitations or acting as a “participant” in support of all the recommendations of the nominees Board; (b) (i) seek, alone or in concert with others, election or appointment to, or representation on, the Board or nominate or propose the nomination of, or recommend the nomination of, any candidate to the Board (other than as expressly contemplated by paragraphs 1(b)(i), 1(b)(v) and 2), (ii) seek, alone or in concert with others, the removal of any member of the Board at Board, except as expressly set forth herein, or (iii) seek to call, request the call, join with any shareholder meetingother stockholder in a request to call or call, a special meeting of the Company’s stockholders; (c) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Company Shares, or deposit any Company Shares in a voting trust or similar arrangement, or subject any Company Shares to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any Company Shares (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with one or more Affiliates of Investor with respect to the Company Shares acquired in compliance with paragraph (e) below or to the extent such a group may be with the Company or any of its Affiliates (it being understood that the holding by persons or entities of Company Shares in accounts or through funds not managed or controlled by the Investor or any Investor Affiliate shall not give rise to a violation of this paragraph 6(c) solely by virtue of the fact that such persons or entities, in addition to holding such shares in such manner, are investors in funds and accounts managed by the Investor or any of its Affiliates and, in their capacity as such, are or may be deemed to be members of a “group” with the Investor within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Shares; provided there does not exist as between such persons or entities, on the one hand, and the Investor or any of its Affiliates, on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by this paragraph 6(c)); (d) make or be the proponent of any shareholder nomination or stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise), or encourage any nomination or stockholder proposal, at any meeting of the Company stockholders or in connection with any action in lieu of a meeting (other than as expressly contemplated by paragraphs 1(b)(i), 1(b)(v) and 2); (e) acquire, or offer, seek or agree to acquire, by purchase or otherwise, Economic Ownership of any Company Shares or a Synthetic Long Position with regard to Company Shares if, in any such case, immediately after taking such action, the Investor together with its Affiliates, would, in the aggregate, (i) Economically Own more than 30.0% of the then outstanding Company Shares or (ii) formhave a Total Net Long Position relating to a number of Company Shares greater than 30.0% of the then outstanding Company Shares; (f) propose, join, encourage, influence, advise offer or in any way participate in (i) any “group” effort to acquire the Company or any of its subsidiaries or any material assets or operations of the Company or any of its subsidiaries, (ii) any effort to engage in a transaction or enter into any agreement that would result in Economic Ownership by any person or entity or group (as such term is defined in Section 13(d)(3) of the Exchange Act) of more than 30% of the outstanding Company Shares at any time or outstanding voting power of the Company at any time, (iii) any tender offer, exchange offer, merger, acquisition, share exchange or other business combination involving the Company or any of its subsidiaries, (iv) any effort with respect to share repurchases, dividends or self-tenders, other than as recommended by the Company, (v) any plan or proposal that would relate to any of the items listed in Item 4 of Schedule 13D promulgated under the Exchange Act for purposes of this Agreement(except as contemplated hereby), or (vi) any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any such groupof its subsidiaries or any material portion of their businesses; (g) engage in any short sale or any purchase, a 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 “Section 13(d) Group”) swap” transaction with respect to any persons security (other than a Section 13(dbroad based market basket or index) Group or other Synthetic Short Position) that includes all includes, relates to or some derives any significant part of its value from a decline in the market price or value of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities of the Company Company; (h) seek to advise, encourage, support or otherwise in influence 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 person with respect to the voting thereofvoting, except as expressly set forth in this Agreement; (iii) acquiregiving or withholding of any proxy, offer or propose to acquireconsent, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) authority with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 Voting Securities of the Exchange ActCompany (except that nothing herein shall restrict the Investor or its Affiliates from providing such advice, over more than 17.49% in encouragement, support or influence (i) that is consistent with the aggregate Company’s recommendations on such matters or (ii) voting, giving or withholding of the shares of Common Stock outstanding at such timeany proxy, and (B) consent, or other authority on matters with respect to which the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be Investor is not required by Paragraph 4 to vote in a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stockspecified manner); (ivi) sellpublicly disclose, offer or agree 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 sellany journalist, directly member of the media or indirectlysecurities analyst) of, through swap any intent, purpose, plan or hedging transactions proposal to obtain any waiver, consent under, or otherwiseamendment of, any of the provisions of paragraph 4 or paragraph 6 hereof, or otherwise (i) publicly seek in any manner to obtain any waiver, consent under, or amendment of, any provision of this Agreement or (ii) bring any action or otherwise act to contest the validity or enforceability of paragraph 4 or paragraph 6 hereof or publicly seek a release from the restrictions or obligations contained in paragraph 4 or paragraph 6; (j) 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 solicitation described in paragraph (a) above (other than solicitations on behalf of the Board), or (ii) in support of any matter described in paragraph (b) or paragraph (d) above; (k) make any request for stockholder list materials of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined belowunder Section 220(b) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such timeDelaware General Corporation Law or otherwise; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements;or (vl) effect or seek to effect (including, without limitation, by entering enter into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer person or propose entity with respect to effect, cause or participate inthe foregoing, or advise, assist, encourage, support or seek to persuade others to take any action with respect to any of the foregoing, or act in concert with others or as part of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement, nothing in this paragraph 6 shall prohibit or restrict (x) any Investor Nominee acting in his or her capacity as a director of the Company or member of a Committee of the Board from engaging in private discussions with the Board, any Committee, any director or member of the Company management or from requesting or receiving access to any documents or information to which a director or member of a Committee is entitled under applicable law or (y) the Investor or its Representatives from (i) communicating privately with the Board or any of the Company’s officers regarding any matter in a manner that does not otherwise violate this paragraph 6, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications (including, without limitation, in any way assist document or facilitate report filed with the SEC), (ii) taking any other person action necessary to effect comply with any law, rule or seekregulation or any action required by any governmental or regulatory authority or stock exchange that has, offer or propose to effect or participate inmay have, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving jurisdiction over the Company Investor or any of its subsidiaries Affiliates in a manner that does not otherwise violate this paragraph 6 or joint ventures or any of their respective securities (eachiii) communicating with its investors. Except as expressly provided in paragraph 4, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities each of the Investor and its Affiliates shall be entitled to vote Company into Shares beneficially owned by it as it determines in its sole discretion and or tender Company Shares in any tender offer or exchange offer. Notwithstanding anything to the contrary in this Agreement, or vote nothing in this paragraph 6 shall limit the exercise in good faith by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale Investor Nominee of such securities person’s duties or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities rights in such person’s capacity as a director of the Company in the event the Company enters into negotiations accordance with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);fiduciary duties.

Standstill. Investor hereby agrees that, without the prior approval of the Board (as defined in the Purchase Agreement), Investor shall not and shall not permit or cause any Affiliate (as defined in the Purchase Agreement) or Representative of Investor to: (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, acting alone or in concert with others: (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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender merger, business combination or exchange offerin any other manner, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate any voting securities or other group (including any Section 13(d) Group), through swap direct or hedging transactions or otherwise, indirect rights to acquire any securities of the Company or any rights decoupled from the underlying securities subsidiary thereof, or of any successor to or person in control of the Company that would result in (A) with respect to the PW Group Shareholders (if after such acquisition Investor, together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownershipits Affiliates, as determined in accordance with Rule 13d-3 would own more than 10% of the Exchange Act, over more than 17.49% in the aggregate outstanding capital stock of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 Company or voting power of the Exchange ActCompany, over more than 17.49% in the aggregate or any assets of the shares Company or any subsidiary or division thereof or of Common Stock outstanding at any such timesuccessor or controlling person; provided that nothing herein will require Common Stock to be sold to the extent such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result any investment by Investor or an Affiliate of a share repurchase Investor in third-party mutual funds or other similar Company action passive investment vehicles 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 hold interests in securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to be taken into account for the purpose of this subparagraph (Aa); (b) enter into any transaction with a Third Party who already has a Schedule 13G on file with the SEC voting agreements, trusts or similar arrangements with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result voting securities of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more Company other than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacementsas set forth herein; (vc) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate inmake, or in any way assist participate, directly or facilitate indirectly, in any other “solicitation” of “proxies” to vote (as such terms are used in the rules promulgated by the Securities and Exchange Commission (the “Commission”)), or seek to advise or influence any person or entity with respect to effect the voting by any third party of any voting securities of the Company; (d) make any public announcement, directly or seekindirectly, with respect to, or submit a proposal for, or offer of (with or propose to effect or participate in, without conditions) any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries securities or joint ventures assets; (e) form, join or in any way participate in a “group” as defined in Section 13(d)(3) (a “13D Group”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , in connection with any of their respective securities the foregoing; (eachf) act, an “Extraordinary Transaction”)alone or in concert with others, to seek to control, advise, change or make any public statement with respect to an Extraordinary Transaction; providedinfluence the management, howeverBoard, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offergoverning instruments, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business policies or affairs of the Company); (g) disclose any intention, plan or arrangement inconsistent with the foregoing; (h) have any discussions or enter into any arrangement with, or advise, assist or encourage any other person in connection with any of the foregoing events; (i) 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 (a) through (h) above; or (j) request the Company or any of its agents or Representatives, directly or indirectly, in any public manner, to amend or waive any of the foregoing provisions.

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ Blue Clay Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth unless specifically requested in this Agreementwriting by the Company, neither acting through a resolution of a majority of the Company’s directors not including the Blue Clay Designee, it nor any shall not, and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and individually, the “Blue Clay Affiliates,” provided that no portfolio company of the Blue Clay Group shall be deemed a “Blue Clay Affiliate” so long as such portfolio company (i) has not received from the Blue Clay Group or the Blue Clay Designee information concerning the Company or its business, and it will cause each (ii) is not acting at the request of, in coordination with or on behalf of its Affiliates and Associates the Blue Clay Group or the Blue Clay Designee), not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not Blue Clay Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Blue Clay Group Shareholders (together with their Affiliates and Associates and the Blue Clay Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4912.9% 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 such personsthe Blue Clay Group and the Blue Clay Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common StockStock so long as the beneficial or other ownership interest of the Blue Clay Group and the Blue Clay Affiliates do not increase thereafter (except solely as a result of further corporate actions taken by the Company), unless and until such ownership interest before and after such subsequent increase does not exceed such 12.9% limitation; (iv) sell, offer or agree to sell, sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Blue Clay Group Shareholders or any of their Affiliates Blue Clay Affiliate to any person or entity not a (A) party to this Agreement, (B) member of the Board, (C) officer of the Company, (D) a Blue Clay Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined belowParty”) that would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in of more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 109.9% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any except in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW the Blue Clay Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a Blue Clay Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW the Blue Clay Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a Blue Clay Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, Transaction or (B) prohibit any PW member of the Blue Clay Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or a Blue Clay Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, process or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in if a member of the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer Company’s management has publicly offered to acquire all or substantially all of the Common Stock equity securities of the Company in a “take private” transaction subject to Rule 13e-3 promulgated under the Exchange Act; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; provided; (vii) (A) call or seek to call, thatalone or in concert with others, in the case any meeting of shareholders, including by written action, (B) and seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) above, seek the PW Group Shareholders or, in the event that one or more removal of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days any member of the Board’s decision , (D) solicit consents from shareholders or otherwise act or seek to initiate act by written action, (E) conduct a referendum of shareholders or (F) make a request for any shareholder list or other Company books and records, whether pursuant to Section 302A.461 of the sale process MBCA or negotiate the Third Party acquisition otherwise; (viii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one Board or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs 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, except as set forth herein, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Articles of Incorporation or Bylaws, 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; (ix) except as necessary to enforce the provisions of this Agreement, commence or threaten any litigation against the Company, or commence or threaten, derivatively on behalf of the shareholders, any litigation against any of the Company’s officers and directors; (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 this Agreement that is inconsistent with the provisions of this Agreement; (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; or (xii) publicly request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit the Blue Clay Group or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) At each annual shareholders’ meeting (or adjournments or postponements thereof) during the Covered Period, each member of the Blue Clay Group shall make commercially reasonable efforts to cause all shares of Common Stock beneficially owned, directly or indirectly, by it to be present for quorum purposes and to be voted and further agrees that it shall make commercially reasonable efforts to vote in favor of the Company Slate. At any special shareholders’ meeting (or adjournments or postponements thereof) during the Covered Period, each member of the Blue Clay Group shall make commercially reasonable efforts to cause all shares of Common Stock beneficially owned, directly or indirectly, by it to be present for quorum purposes and to be voted in favor of the election to the Board of those director nominees nominated for election by the Board and against the removal of any directors whose removal is not recommended by the Board. (c) Nothing in this Section 2 shall prohibit or in any way limit any actions that may be taken by the Blue Clay Designee acting solely as a director of the Company (including, without limitation, voting on any matter submitted for consideration by the Board, participating in deliberations or discussions of the Board and making suggestions or raising issues to the Board) consistent with his fiduciary duties as a director of the Company (it being understood and agreed that the Blue Clay Group and the Blue Clay Affiliates shall not seek to do indirectly through the Blue Clay Designee anything that would be prohibited if done by the Blue Clay Group or the Blue Clay Affiliates);. (d) For purposes of this Agreement:

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ ValueAct Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from that, during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”, (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the ValueAct Designee), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and individually, the “ValueAct Affiliates,” provided that no portfolio company of the ValueAct Group shall be deemed a “ValueAct Affiliate” so long as such portfolio company (A) has not discussed the Company or its business with the ValueAct Group or the ValueAct Designee, (B) has not received from the ValueAct Group or the ValueAct Designee information concerning the Company or its business, and it will cause each (C) is not acting at the request of, in coordination with or on behalf of its Affiliates and Associates the ValueAct Group or the ValueAct Designee), not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not ValueAct Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW ValueAct Group Shareholders (together with their Affiliates and Associates and the ValueAct Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4913.75% in the aggregate of the shares of Common Stock outstanding at such time; provided that provided, that, nothing herein will require Common Stock to be sold to the extent such personsthe ValueAct Group and the ValueAct Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 PW Group/▇▇ ▇▇▇▇ ValueAct Group Shareholders or any of their Affiliates ValueAct Affiliate to any person or entity not a (A) party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) ValueAct Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined below) Party”), that would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 109.9% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any except in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW the ValueAct Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ValueAct Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW the ValueAct Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ValueAct Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vii) (A) call or seek to call any meeting of stockholders, including by written consent, (B) prohibit seek representation, on or nominate any PW Group Shareholders candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or Affiliate seek to act by written consent, (E) conduct a referendum of stockholders, or Associate thereof from offering (F) make a request for any stockholder list or other Company books and records, whether pursuant to purchase securities Section 220 of the DGCL or assets otherwise; (viii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Restated Certificate of Incorporation or Second Amended and Restated By-Laws or other actions that may impede or facilitate the acquisition of control of the Company if the sale by any person; (E) causing a class of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event 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 enters to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (ix) disparage or cause to be disparaged the Company or affiliates thereof or any of its current or former officers or directors; (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 or any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (xi) enter into negotiations any discussions negotiations, agreements, or understandings with a any Third Party regarding a proposal 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; or (xii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit the ValueAct Group or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) Each member of the ValueAct Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any ValueAct Affiliate, to be acquired by such Third Partypresent for quorum purposes and to be voted, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of at the Company’s 2013 annual and special stockholder meeting and at any adjournments or postponements thereof, and further agrees that at the 2013 annual stockholder meeting they shall vote in favor of (i) all directors nominated by the Board for election at such meetings (including the ValueAct Designee as applicable) and (ii) in accordance with the Board’s recommendation with respect to any proposals that may be the subject of stockholder action at such meetings; provided, thathowever, that with respect to a proposal related to an Extraordinary Transaction, the ValueAct Group and the ValueAct Affiliates may vote their shares of Common Stock beneficially owned, directly or indirectly, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more discretion of the Nominees ValueAct Group or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group ShareholdersValueAct Affiliate, as applicable, . (c) Nothing in this Section 2 shall have given written notice to limit any actions that may be taken by the ValueAct Designee acting solely as a director of the Company of its election to act consistent with his fiduciary duties as a potential bidder for director of the Company within 10 days of (it being understood and agreed that the Board’s decision ValueAct Group and the ValueAct Affiliates shall not seek to initiate do indirectly through the sale process or negotiate ValueAct Designee anything that would be prohibited if done by the Third Party acquisition proposal ValueAct Group or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the CompanyValueAct Affiliates);.

Standstill. Each of the members of the Air T Group agrees that, during the Air T Standstill Period, and each of the members of the Biglari Group agrees that, during the Biglari Standstill Period, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to: (a) Each submit, or otherwise induce or encourage any other person to submit, any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, and will not nominate any candidate for election to the Board or oppose the directors nominated by the Board; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the PW Group/▇▇ ▇▇▇▇ Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than (i) with respect to the members of the Air T Group, solely with other members of the Air T Group Shareholders and/or one or more Affiliates of a member of the Air T Group, (ii) with respect to the members of the Biglari Group, solely on behalf with other members of itself the Biglari Group and/or one or more Affiliates of a member of the Biglari Group or (iii) to the extent such a group may be deemed to result between the members of the Air T Group and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor Company or any of its Affiliates or Associates will, between the members of the Biglari Group and it will cause each the Company or any of its Affiliates and Associates not toAffiliates, directly or indirectly in any mannereach case, alone or in concert with others:as a result of this Agreement; (ic) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules meaning of Rule 14a-1 promulgated by the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange Act) or consents Act to vote, or seek to advise, encourage or influence any person with respect to the voting voting, any shares of Common Stock with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board (including Swenson, Berning, Biglari and ▇▇▇▇▇▇) at any shareholder meeting) or make or be the proponent 2016 Annual Meeting of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)Shareholders; (iid) formseek, join, encourage, influence, advise or in any way participate in any “group” (capacity other than as such term is defined in Section 13(d)(3) a member of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a acting majority of the Board, excluding to call, or to request the Nominees and their Replacementscall 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 or encourage any other person to initiate such proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company; (ve) in any capacity other than as a member of the acting majority of the Board, effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate inin (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, consolidationacquisition or other business combination involving the Company or any of its subsidiaries, acquisition, scheme, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries subsidiaries; (f) publicly disclose, or joint ventures cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of any intent, purpose, plan or proposal to obtain any waiver, or consent under, or any amendment of, any of the provisions of Section 4(c) or this Section 5, or otherwise seek (in any manner that would require public disclosure by any of the members of the Air T Group or the Biglari Group, as the case may be, or their respective securities (eachAffiliates or Associates) to obtain any waiver, an “Extraordinary Transaction”)consent under, or make any public statement amendment of, any provision of this Agreement; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in any of the foregoing; or (h) take or cause or induce others to take any action inconsistent with respect to an Extraordinary Transaction; provided, however, any of the foregoing. It is understood and agreed that this clause Agreement shall not (A) preclude the tender by any PW Group Shareholders or be deemed to prohibit ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of from engaging in any securities lawful act in his capacity as a director of the Company with respect to any Extraordinary TransactionCompany, (B) prohibit any PW Group Shareholders except that none of ▇▇▇▇▇▇▇, Biglari or ▇▇ ▇▇▇▇▇ Group Shareholders may act as a director to call, or Affiliate or Associate thereof from offering to purchase securities or assets request the call of, a special meeting of the shareholders of the Company if the sale of unless such securities or assets special meeting is initiated being called by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days majority of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);.

Standstill. (a) Each Member of the PW Group/▇▇ ▇▇▇▇▇▇▇▇▇▇ Group Shareholders solely on behalf agrees that, during the Covered Period (unless specifically requested in writing by the Company, acting through a resolution of itself and its respective Affiliates and Associates hereby severally and a majority of the Company’s directors not jointly agrees that from including the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”▇▇▇▇▇▇▇▇▇▇▇ Designees), it shall not, and shall cause each ▇▇▇▇▇▇▇▇▇▇▇ Affiliate not to (except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to), directly or indirectly indirectly, in any manner, 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 ActSEC) or consents to vote, or seek to advise, encourage or influence (including, for the avoidance of doubt, by encouraging or participating in any “withhold” or similar campaign) any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for with respect to the election or removal of individuals to the Board directors or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or make, be the proponent of or cause any person to initiate any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes Act) with any person who is not identified on Schedule A as a Member of this Agreement, the ▇▇▇▇▇▇▇▇▇▇▇ Group or a ▇▇▇▇▇▇▇▇▇▇▇ Affiliate (any such groupperson, a “Section 13(d) GroupThird Party”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or the ▇▇ ▇▇▇▇▇▇▇▇▇▇ Group Shareholders or an a ▇▇▇▇▇▇▇▇▇▇▇ Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary TransactionTransaction approved by the Board; (iv) (A) call, seek to call or request the call of any meeting of shareholders, including by written consent, (B) prohibit seek representation on, or nominate any PW Group Shareholders candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the Board, (D) solicit consents from shareholders or otherwise act or seek to act by written consent, (E) conduct a referendum of shareholders, or (F) make a request for any shareholder list or other Company books and records, whether pursuant to the BCL or otherwise; (v) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors, the removal of any directors, or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or By-Laws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (vi) 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 this Agreement that is inconsistent with the provisions of this Agreement; (vii) enter into any 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; or (viii) make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement other than in a nonpublic and confidential manner and which nonpublic and confidential request would not reasonably be expected by the Company to require public disclosure by any party hereto. (b) Nothing in this Section 2 shall limit any ▇▇ ▇▇▇▇▇▇▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets Designee, during the term of any service as a director of the Company if the sale of Company, from taking actions solely in such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇▇▇▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities Designee’s capacity as a director of the Company (including, without limitation, voting on any matter submitted for consideration by the Board, participating in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, deliberations or a Third Party commences a hostile tender offer to acquire all or substantially all discussions of the Common Stock of Board and making suggestions or raising issues to the CompanyBoard; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇▇▇▇▇▇▇ Group Shareholders, the Designee taking any such actions does not have an actual conflict of interest) and complying with applicable fiduciary duties so long as such actions are consistent with such ▇▇ ▇▇▇▇▇▇▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to Designee’s obligations and representations under the Company other Sections of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);this Agreement.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ members of the Shareholder Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from that, during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Standstill Period”), except as expressly set forth in this Agreement, neither he or it nor any of its Affiliates or Associates willwill not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its Affiliates behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to, directly or indirectly in any manner, alone or in concert with others: (ia) submit, or otherwise induce or encourage any other person to submit, any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, and will not nominate any candidate for election to the Board or oppose the directors nominated by the Board; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Shareholder Group or one or more Affiliates of a member of the Shareholder Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement; (c) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules meaning of Rule 14a-1 promulgated by the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange Act) or consents Act to vote, or seek to advise, encourage or influence any person with respect to the voting voting, any shares of Common Stock with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board (including ▇▇▇▇▇▇▇ and the Additional Director) at any shareholder meeting) or make or be the proponent 2015 Annual Meeting of any shareholder proposal (pursuant Shareholders and each subsequent annual meeting of shareholders with respect to Rule 14a-8 under which the Exchange Act or otherwise)Board has nominated ▇▇▇▇▇▇▇ and the Additional Director; (iid) formseek, join, encourage, influence, advise or in any way participate in any “group” (capacity other than as such term is defined in Section 13(d)(3) a member of the Exchange Act for purposes of this AgreementBoard, any such groupto call, or to request the call of, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some special meeting of the persons identified on the Group 13Ds (as defined below) as shareholders of the date hereof and their Affiliates and AssociatesCompany, but not including or seek to make, or make, a shareholder proposal at any other entities or persons not identified on the Group 13Ds as meeting of the date hereof) with respect to any securities shareholders of the Company or make a request for a list of the Company’s shareholders (or otherwise induce or encourage any other person to initiate such proposal or request) or otherwise acting alone, or in any manner agree, attemptconcert with others, seek to control or propose to deposit any securities influence the governance or policies 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 this AgreementCompany; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (ve) effect or seek to effect effect, in any capacity other than as a member of the Board (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate inin (i) any acquisition of any material assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, consolidationacquisition or other business combination involving the Company or any of its subsidiaries, acquisition, scheme, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries subsidiaries; (f) publicly disclose, or joint ventures 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 their respective the media or securities (eachanalyst) of any intent, an “Extraordinary Transaction”)purpose, plan or proposal to obtain any waiver, or make consent under, or any amendment of, any of the provisions of Section 4(f) or this Section 5, or otherwise seek (in any manner that would require public statement disclosure by any of the members of the Shareholder Group or their Affiliates or Associates) to obtain any waiver, consent under, or any amendment of, any provision of this Agreement; (g) 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 (h) take or cause or induce others to take any action inconsistent with respect to an Extraordinary Transaction; provided, however, any of the foregoing. It is understood and agreed that this clause Agreement shall not (A) preclude the tender by any PW Group Shareholders or be deemed to prohibit ▇▇ ▇▇▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of from engaging in any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company lawful act in the event the Company enters into negotiations with his capacity as a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock director of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);.

Standstill. (a) Each of the PW Group/members of the ▇▇ ▇▇▇▇▇▇ Group Shareholders solely on behalf of itself agrees that, during the Standstill Period and its respective Affiliates provided that Company has complied and Associates hereby severally and not jointly agrees that from is complying with the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”)Principal Obligations, except as expressly set forth in this Agreement, neither he or it nor any of its Affiliates or Associates willwill not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its Affiliates behalf not to, and will cause his or its respective Associates not to, directly or indirectly in any manner, alone or in concert with others: (ia) submit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement ; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the ▇▇▇▇▇▇▇ Group or one or more Affiliates of a member of the ▇▇▇▇▇▇▇ Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement; (c) solicit proxies or written consents of stockholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules meaning of Rule 14a-1 promulgated by the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange Act) or consents Act to vote, or seek to advise, encourage or influence any person with respect to the voting voting, any shares of Common Stock with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, 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) (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) or make or be the proponent 2010 and 2011 Annual Meetings of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)Stockholders; (iid) formseek, join, encourage, influence, advise or in any way participate in any “group” (capacity other than as such term is defined in Section 13(d)(3) a member of the Exchange Act for purposes of this AgreementBoard, any such groupto call, or to request the call of, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some special meeting of the persons identified on the Group 13Ds (as defined below) as stockholders of the date hereof and their Affiliates and AssociatesCompany, but not including or seek to make, or make, a stockholder proposal at any other entities or persons not identified on the Group 13Ds as meeting of the date hereof) with respect to any securities stockholders of the Company or make a request for a list of the Company’s stockholders (or otherwise induce, encourage or assist any other person to initiate or pursue such a proposal or request) or otherwise acting alone, or in any manner agree, attemptconcert with others, seek to control or propose to deposit any securities influence the governance or policies 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 thereofCompany, except as expressly set forth in permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (ve) effect or seek to effect effect, in any capacity other than as a member of the Board (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate inin (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, consolidationacquisition or other business combination involving the Company or any of its subsidiaries, acquisition, scheme, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries subsidiaries; (f) publicly disclose, or joint ventures 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 their respective the media or securities (eachanalyst) of, an “Extraordinary Transaction”)any intent, purpose, plan or proposal to obtain any waiver, or make consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender disclosure by any PW Group Shareholders or of the members of the ▇▇ ▇▇▇▇▇▇ Group Shareholders or an Affiliate their Affiliates or an Associate thereof Associates) to obtain any waiver, consent under, or amendment of, any provision of this Agreement; (g) publicly disparage any securities member of the Company Board or management of the Company; (h) enter into any tender arrangements, understandings or exchange offeragreements (whether written or oral) with, or vote by advise, finance, assist or encourage, any PW Group Shareholders other person that engages, or offers or proposes to engage, in any of the foregoing; or (i) take or cause or induce or assist others to take any action inconsistent with any of the foregoing. It is understood and agreed that this Agreement shall not be deemed to prohibit ▇▇ ▇▇▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of from engaging in any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company lawful act in the event the Company enters into negotiations with his capacity as a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock director of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);.

Standstill. (a) Each During the Covered Period (unless specifically otherwise requested in writing by the Company, acting through a resolution of a majority of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Company’s directors), each Member of the Nokomis Group shall not, and shall cause each Nokomis Affiliate not to (except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to), directly or indirectly indirectly, in any manner, alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies “proxies” (as such terms are defined in or used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange ActAct and Regulation 14A thereunder) or consents to vote, or seek to advise, encourage or influence (including, for the avoidance of doubt, by encouraging or participating in any “withhold” or similar campaign) any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for with respect to the election or removal of individuals to the Board directors or to approve shareholder stockholder proposals, or become a “participant” (as such term is defined in or used under the Exchange Act and Regulation 14A thereunder) in any contested “solicitation” solicitation for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” solicitation or acting as a “participant” participant in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or make, be the proponent of or cause any shareholder person to initiate any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act Act, the Company’s Bylaws or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” group (as such term is defined in within the meaning of Section 13(d)(3) under the Exchange Act) with any person who is not identified on Schedule A as a Member of the Exchange Act for purposes of this Agreement, Nokomis Group or a Nokomis Affiliate (any such groupperson, a “Section 13(d) GroupThird Party”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquireconsciously work in parallel, or agree to acquireotherwise participate in a joint activity or course of action, directly with any Third Party (other than the Company) toward acquiring control or indirectlyotherwise exercising a controlling influence over the management and policies of the Company, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect not pursuant to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stockan express agreement; (iv) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW the Nokomis Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a Nokomis Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary TransactionTransaction in accordance with Section 1(c); (v) (A) call, seek to call or request the call of any meeting of stockholders, including by written consent, (B) prohibit seek representation on, or nominate any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the Company if the sale Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of such securities or assets is initiated by the Company through an open bidding processstockholders, or (CF) prohibit make a request for any PW Group Shareholders stockholder list or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock other books and records of the Company; provided, thatwhether pursuant to applicable law, the Company’s Bylaws or otherwise, except by any Nokomis Designee in his or her capacity as a director; (vi) except in connection with the case enforcement of this Agreement or passive participation as a class member in any class action (which, for the avoidance of doubt, shall not include participation as a name or lead plaintiff) with respect to any event or circumstance occurring prior to the date of this Agreement, initiate, encourage or participate in any litigation against the Company or any of its subsidiaries or their respective directors or officers, or in any derivative litigation on behalf of the Company, except for testimony in any legal proceeding that may be required by law; (vii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors, the removal of any directors, or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend of the Company, (C) above, the PW Group Shareholders or, any other material change in the event that one or more of the Nominees or their Replacements are officersCompany’s management, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);corporate structure,

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ members of the Biglari Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from that, during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Standstill Period”), except as expressly set forth in this Agreement, neither he or it nor any of its Affiliates or Associates willwill not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its Affiliates behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to, directly or indirectly in any manner, alone or in concert with others: (a) submit, or otherwise induce or encourage any other person to submit, any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, and will not nominate any candidate for election to the Board or oppose the directors nominated by the Board; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than (i) with respect to the members of the Biglari Group, solely with other members of the Biglari Group and/or one or more Affiliates of a member of the Biglari Group or (ii) to the extent such a group may be deemed to result between the members of the Biglari Group and the Company or any of its Affiliates, in each case, as a result of this Agreement; (c) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules meaning of Rule 14a-1 promulgated by the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange Act) or consents Act to vote, or seek to advise, encourage or influence any person with respect to the voting voting, any shares of Common Stock with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be annual meeting of shareholders of the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)Company; (iid) formseek, join, encourage, influence, advise or in any way participate in any “group” (capacity other than as such term is defined in Section 13(d)(3) a member of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a acting majority of the Board, excluding to call, or to request the Nominees and their Replacementscall 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 or encourage any other person to initiate such proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company; (ve) in any capacity effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate inin (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, consolidationacquisition or other business combination involving the Company or any of its subsidiaries, acquisition, scheme, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transactionsubsidiaries; provided, however, that this clause the foregoing shall not (A) preclude be deemed to prevent the tender by Biglari Group from making any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of proposal regarding any securities of the Company into any tender foregoing directly to the Board or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock management of the Company; provided; (f) publicly disclose, thator 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(b) or this Section 7, or otherwise seek (in any manner that would require public disclosure by any of the members of the Biglari Group or their respective Affiliates or Associates) to obtain any waiver, consent under, or any amendment of, any provision of this Agreement; (g) enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other person for the purpose of engaging, or offering or proposing to engage, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more any of the Nominees foregoing; or (h) take or their Replacements are officers, directors cause or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice induce others to the Company of its election to act as a potential bidder for the Company within 10 days take any action inconsistent with any of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);foregoing.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly Global agrees that that, from the date hereof until the termination of this Agreement in accordance with Section 5 (until the “Covered expiration of the Standstill Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly indirectly, in any manner, acting alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” (as defined in Rule 14a-l of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such terms are used term is defined in the proxy rules Instruction 3 of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or consents proposal of the Board, or recommend or request or induce or attempt to voteinduce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of the Common Stock (including any securities withholding from voting or any solicitation of consents that improperly seeks to call a special meeting of stockholders) or grant a proxy with respect to the voting of the Company Common Stock or other voting securities to any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals person other than to the Board or to approve shareholder proposals, or become a “participant” in any contested “solicitation” for persons appointed as proxies by the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)Board; (ii) form, join, encourage, influence, advise join or in any way participate in any “group” (as such term is defined in within the meaning of Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons respect to the Common Stock (other than a Section 13(d) Group “group” that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and AssociatesExhibit A, but does not including include any other entities or persons not identified on the Group 13Ds Exhibit A as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of ▇▇▇▇▇▇▇ Global to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement; (iii) 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 Common Stock in any voting trust or similar arrangement, or subject any securities of the Company Common Stock to any arrangement or agreement with respect to the voting thereofof any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of ▇▇▇▇▇▇▇ Global and otherwise in accordance with this Agreement; (iv) seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors; (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any other third party in any such related activity or (C) make any public communication in opposition to any Company acquisition or disposition activity approved by the Board; (vi) seek, alone or in concert with others, representation on the Board, except as expressly set forth specifically contemplated in this Agreement; (iiivii) vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board; (viii) except as specifically provided in Section 1 of this Agreement, seek to place a representative or other Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board, a change in the size, structure or composition of the Board or a change in executive officers of the Company, other than through non-public communications with the Company that would not reasonably be expected to trigger public disclosure obligations for any Party; (ix) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders (other than such encouragement, support or influence that is consistent with Company’s management or the Board’s recommendation in connection with such matter); (x) other than through action at the Board by the New Director acting in his capacity as a director of the Company, seek to call, or to request the call of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders or for any books and records of the Company; (xi) seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in capital structure, recapitalization, dividend, share repurchase or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction involves a change of control of the Company (any of the transactions or events described in this subsection (x), a “Transaction”); (xii) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions purchase or otherwise, beneficial ownership of any securities Common Stock of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% representing in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the among ▇▇ ▇▇▇▇▇▇ Group Shareholders (together with their Affiliates Global and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5excess of 15% in the aggregate of the shares of Company’s then outstanding Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock other than securities issued or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved purchased by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company pursuant to a stock split, stock dividend, stock repurchase or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender similar corporate action initiated by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary TransactionCommon Stock beneficially owned by ▇▇▇▇▇▇▇ Global on the date of this Agreement); (xiii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not reasonably be expected to trigger public disclosure obligations for any Party; or (xiv) enter into any agreement, arrangement or understanding with a third party concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities; provided, that, notwithstanding anything in this Section 3(a), it is understood and agreed that this Agreement shall not be deemed to prohibit (x) the New Director from engaging in any lawful act in his capacity as a director of the Company that is either expressly approved by the Board or required in order to comply with his fiduciary duties as a director of the Company or (y) solely with respect to any Transaction that has been approved by a majority of the Board and has been announced by the Company, ▇▇▇▇▇▇▇ Global from making public statements, engaging in discussions with other shareholders, soliciting proxies or voting any shares or proxies consistent with the Board’s recommendation in connection with such matter. (b) As used in this Agreement: (i) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; provided that neither “Affiliate” nor “Associate” shall include (A) any person that is a publicly held corporation or organization and is an Affiliate or Associate solely by reason of the fact that a principal or representative of ▇▇▇▇▇▇▇ Global serves as a member of the board of directors or similar governing body of such corporation or organization, (B) prohibit any PW Group Shareholders principal or representative of ▇▇ ▇▇▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets Global solely in its capacity as a member of the Company if the sale board of such securities directors or assets is initiated by the Company through an open bidding processsimilar governing body of a publicly held corporation or organization, or (C) prohibit any PW Group Shareholders corporation or ▇▇ ▇▇▇▇ Group Shareholders organization that is an Associate of a person solely because such person, directly or Affiliate or Associate thereof from offering to purchase indirectly, is the securities beneficial owner of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one 10% or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company any class of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery equity securities of such notice corporation or organization and until is not an Affiliate of such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company)person;

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ members of the Greenway Group Shareholders solely on behalf of itself agrees that, during the Standstill Period, and provided that Company has complied and is complying with its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in obligations under this Agreement, neither he or it nor any of its Affiliates or Associates willwill not, and he or it will cause each of his or its Affiliates or agents or other persons acting on his or its behalf not to, and will cause his or its respective Associates not to, directly or indirectly in any manner, alone or in concert with others: (ia) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board, other than as expressly permitted by this Agreement; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than solely with other members of the Greenway Group or one or more Affiliates of a member of the Greenway Group with respect to the Common Stock currently owned as set forth in Section 2(c) of this Agreement or to the extent such a group may be deemed to result with the Company or any of its Affiliates as a result of this Agreement; (c) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules meaning of Rule 14a-1 promulgated by the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange Act) or consents Act to vote, or seek to advise, encourage or influence any person with respect to the voting voting, any shares of Common Stock with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, 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) (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) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)2010 Annual Meeting and 2011 Annual Meeting; (iid) formseek, join, encourage, influence, advise or in any way participate in any “group” (capacity other than as such term is defined in Section 13(d)(3) a member of the Exchange Act for purposes of this AgreementBoard, any such groupto call, or to request the call of, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some special meeting of the persons identified on the Group 13Ds (as defined below) as shareholders of the date hereof and their Affiliates and AssociatesCompany, but not including or seek to make, or make, a shareholder proposal at any other entities or persons not identified on the Group 13Ds as meeting of the date hereof) with respect to any securities 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 any manner agree, attemptconcert with others, seek to control or propose to deposit any securities influence the governance or policies 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 thereofCompany, except as expressly set forth in permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (ve) effect or seek to effect effect, in any capacity other than as a member of the Board (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or cause or participate inin (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, consolidationacquisition or other business combination involving the Company or any of its subsidiaries, acquisition, scheme, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries subsidiaries; (f) publicly disclose, or joint ventures 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 their respective the media or securities (eachanalyst) of, an “Extraordinary Transaction”)any intent, purpose, plan or proposal to obtain any waiver, or make consent under, or any amendment of, any of the provisions of Section 4(d) or this Section 5, or otherwise seek (in any manner that would require public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender disclosure by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities members of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Greenway Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates or Associates) to obtain any materialwaiver, non-public information concerning the business consent under, or affairs amendment of, any provision of this Agreement; (g) 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 Company);foregoing; or (h) take or cause or induce or assist others to take any action inconsistent with any of the foregoing.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely Sherborne agrees (on behalf of itself itself, the Sherborne Designee and its respective Affiliates and Associates hereby severally and not jointly agrees that from affiliates) that, during the date hereof until the termination of this Agreement in accordance with Section 5 Covered Period (the “Covered Period”as defined below), except as expressly set forth unless specifically requested in this Agreementwriting by the Company or a majority of the Board, neither it nor any of its Affiliates or Associates willshall not, and it will shall cause each of its Affiliates and Associates the members of the Sherborne Group (including the Sherborne Designee) not to, directly or indirectly (including, without limitation, through its advisors, agents, representatives or third parties), in any manner, alone or in concert with others: (i) make, (A) engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are term is used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of promulgated under the Exchange Act) or consents to vote, or seek to advise, knowingly encourage or knowingly influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) including for the election of individuals to the Board or to approve shareholder stockholder proposals, or (B) 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting, (C) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise), (D) grant a proxy with respect to its Common Stock to any person not a party to this Agreement, director or officer of the Company, a member of the Sherborne Group or a Sherborne Representative (as defined below) (a “Third Party”) or (E) disclose publicly or to any Third Party its voting intentions or votes as to matters submitted to a stockholder vote during the Covered Period, except as to this clause (E), to the extent legally required, as to its vote on any proposal with respect to an Extraordinary Transaction; (ii) (A) form, join, knowingly encourage, influence, advise knowingly influence or act in any way participate concert with in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some who are not members of the persons identified on the Sherborne Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities of the Company or otherwise in any manner agree, attempt, seek its securities or propose (B) agree to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Sherborne Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) the members of the Sherborne Group) owning, controlling or otherwise having any beneficial ownership, as determined or other ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4920.0% in the aggregate of the shares voting power of Common Stock outstanding the stock of the Company or 20.0% of an economic position in the Company at such timetime (such percentage, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership“Ownership Limit”); provided, as determined in accordance with Rule 13d-3 of the Exchange Acthowever, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time; provided that nothing herein will require Common Stock securities to be sold to the extent such personsthe members of the Sherborne Group, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons Ownership Limit under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock; (iv) except in a transaction approved by the Board or an open market broker sale transaction, sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the any securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Sherborne Group Shareholders or any of their Affiliates to any Third Party (as defined below) that would knowingly result in such Third Party, together with its Affiliates and Associates, to your knowledge after reasonable inquiry owning, controlling or otherwise having any beneficial or other ownership interest in more than the aggregate 5% in the aggregate or more of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect except in a transaction approved by the Board or an open market broker sale transaction, sell, transfer, assign or convey, directly or indirectly, any securities of the Company to any person who to your knowledge after reasonable inquiry has previously initiated or participated in a proxy contest or other nomination or proposal campaign with respect to any public company (including the Company); (vi) sell, transfer, assign or convey, directly or indirectly, any rights decoupled from the underlying securities held by any member of the Sherborne Group to any person; (vii) make or submit, seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements make or understandings whether or not legally enforceable with any person), offer or propose to effectsubmit, cause or participate in, or in any way knowingly assist or knowingly facilitate any other person to effect make or seek, submit or seek to make or submit to the Company any offer or propose to effect or participate in, proposal for any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, restructuring, 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”), or make any public (or reasonably expected to become public) statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude Sherborne or any member of the Sherborne Group from tendering shares, receiving payment for shares or otherwise participating in any Extraordinary Transaction on the same basis as other stockholders of the Company; (viii) 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 any index fund, exchange traded fund, benchmark fund or broad basket of securities) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Company’s securities; (ix) (A) preclude call or seek to call any meeting of stockholders, including by written consent, (B) seek representation on the tender by any PW Group Shareholders Board, except as set forth herein, (C) seek the removal or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof election of any member of the Board or management, other than in accordance with any recommendation of the Board, (D) solicit consents from stockholders or otherwise act or seek for stockholders to act by written consent, other than in accordance with any recommendation of the Board, (E) conduct a referendum of stockholders, (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; or (G) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing clause (G) shall not prevent Sherborne or any of the members of the Sherborne Group from (i) bringing litigation against the Company to enforce any provision of this Agreement, (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against Sherborne or any of the members of the Sherborne Group in connection with this Agreement, (iii) exercising statutory appraisal rights or (iv) responding to or complying with validly issued legal process; (x) make any proposal or request with respect to: (A) any change in the Board, including the number or term of directors or the filling of any vacancies on the Board other than as provided under Section 1 of this Agreement, (B) any change in the capitalization or dividend policy of the Company, (C) any change in the Company’s management, business or corporate structure, (D) any waiver, amendment or modification to the Amended and Restated Certificate of Incorporation or Second Amended and Restated Bylaws, (E) causing a class of securities of the Company into any tender or exchange offerto be delisted from, or vote by to cease to be authorized to be quoted on, any PW Group Shareholders securities exchange or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof (F) causing a class of any equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (xi) make any public (or reasonably expected to become 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 this Agreement that is inconsistent with the provisions of this Agreement; (xii) make any public (or reasonably expected to become public) disclosure, announcement or statement to take any of the foregoing actions or initiate or 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; (xiii) other than with respect to the Sherborne Designee as not prohibited under (and in accordance with) the Company Policies, initiate discussions with any employee at the Company other than the Chief Executive Officer, the Chief Financial Officer and the Chief Legal Officer as set forth in the proviso set forth below regarding permitted private communications; (xiv) enter into any negotiations, agreements, contracts, arrangements or understandings, whether oral or written, formal or informal, including, without limitation, those related to pecuniary matters, compensation, consulting services, nomination obligations to act for the benefit of or report to the Sherborne Group or otherwise containing any restrictions or requirements on any such individual of any nature, featuring any voting or action commitments as to any matter or otherwise relating, directly or indirectly, to the Company, such individual’s relationship or potential relationship with the Company or the Sherborne Group’s investment or involvement in the Company, other than ordinary course agreements between members of the Sherborne Group and their investors (collectively, “Arrangements”); (xv) enter into any negotiations, agreements, contracts, arrangements or understandings, whether oral or written, formal or informal, with any Third Party to take any action that Sherborne or any of the members of the Sherborne Group are prohibited from taking pursuant to this Section 2(a); or (xvi) request, directly or indirectly, any amendment or waiver of the foregoing; provided, that the restrictions in this Section 2(a) shall not be deemed to prohibit the Sherborne Group (or the Sherborne Designee) from communicating privately with the Company’s Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, the Chair of the Board, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) During the Covered Period, Sherborne shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any of the members of the Sherborne Group, to be present for quorum purposes and to be voted, at the Company’s annual and special meetings of stockholders and at any adjournments or postponements thereof, and vote in favor of all directors nominated by the Board for election at any such meeting (including the Sherborne Designee, as applicable), against any directors not nominated and recommended for election by the Board and in accordance with the Board’s recommendations with respect to any proposals that may be the subject of stockholder action at such meeting; provided, however, that Sherborne and any of the members of the Sherborne Group shall be permitted to vote in their sole discretion on any proposal with respect to an Extraordinary Transaction, . (Bc) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering Nothing in this Agreement shall be deemed to purchase securities or assets of limit the Company if exercise in good faith by the sale Sherborne Designee of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company person’s fiduciary duties solely in the event the Company enters into negotiations with such person’s capacity as a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock director of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);.

Standstill. (a) Each Except as provided in Section 6.1(b), and subject to Section 6.1(c), during the Standstill Period, none of Rhône or its Affiliates (including, for the avoidance of doubt, the Initial Holders) shall, without the prior written consent of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from Board (excluding the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Rhône Directors), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, alone or in concert with othersindirectly: (i) makeeffect or seek, engage in, offer or in propose (whether publicly or otherwise) to effect or announce any way intention to effect or cause or participate in, directly (A) any acquisition of Common Stock or indirectlyCommon Stock Equivalents if, as a result of any such acquisition, any of Rhône or its Affiliates (including, for the avoidance of doubt, the Initial Holders), individually or as part of a “group” (within the meaning of Section 13(d) of the Exchange Act), would become the beneficial owner (as defined in Rule 13(d) of the Exchange Act, except that the applicable Person(s) or group shall be deemed to have “beneficial ownership” of all shares that such Person(s) or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of more than 34.99% of the total voting power of the Voting Stock, (B) any tender or exchange offer or merger involving the Company or (C) any “solicitation” of proxies “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 ActSEC) or written consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities Voting Stock of the Company”) for the election of individuals , in each case in order to elect directors to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support any solicitation of all proxies to elect any Rhône Director who has not been nominated by the Board and/or elected by the stockholders of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwiseCompany);, or (ii) form, join, encourage, influence, advise form or in any way participate in any “group” (as such term is defined in within the meaning of Section 13(d)(313(d) of the Exchange Act for purposes of this AgreementAct), any if such groupgroup would, as a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of result, become the persons identified on the Group 13Ds beneficial owner (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section Rule 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over except that such group shall be deemed to have “beneficial ownership” of all shares that such group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of more than 17.4934.99% of the total voting power of the Voting Stock. (b) Section 6.1(a) shall not prevent any direct or indirect acquisition (or participation in a “group” consisting solely of Rhône and any of its Affiliates with resulting beneficial ownership of more than 34.99% of the aggregate total voting power of the Voting Stock (determined in accordance with Section 6.1(a)(ii)) by Rhône or any of its Affiliates during the Standstill Period of (i) the Exchange Stock, (ii) the shares of Common Stock outstanding at such timeor Series A Preferred Stock issuable or issued upon the exercise of the Warrants or in connection with the exercise of any preemptive rights under Section 5.6 of the Warrant Agreement, and (Biii) with respect any Qualifying Employee Stock issued to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase Rhône Directors or similar Company action that reduces the number of outstanding shares of Common Stock; (iv) sellany Common Stock or Common Stock Equivalents acquired pursuant to a Permitted Transaction. (c) If at any time during the term of this Agreement (i) the Company fails to nominate any Rhône Director or to vote any of its proxies in favor of any Rhône Director, offer (ii) the stockholders of the Company fail to elect any Rhône Director, (iii) a “change in control”, “change of control” or agree similar concept shall have occurred under any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of which the Company or any rights decoupled from the underlying securities held of its subsidiaries is a party or by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving which the Company or any of its subsidiaries or joint ventures or any of their respective securities properties may be bound (eachother than as a result of Rhône breaching its obligations under Section 6.1(a)) or (iv) Rhône and its Affiliates (including, an “Extraordinary Transaction”for the avoidance of doubt, the Initial Holders), individually or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not as part of a “group” (Awithin the meaning of Section 13(d) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offerExchange Act), or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities are the beneficial owner (as defined in Rule 13(d) of the Company with respect Exchange Act, except that the applicable Person(s) or group shall be deemed to any Extraordinary Transactionhave “beneficial ownership” of all shares that such Person(s) or group has the right to acquire, (Bwhether such right is exercisable immediately or only after the passage of time) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of less than 20% of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the outstanding Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as on a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidderfully-diluted basis, then such Nominees or Replacements the restrictions set forth in Section 6.1(a) shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);permanently terminate.

Standstill. (a) Each of In the PW Group/event ▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Group Shareholders solely on behalf joins the Board at the request of itself and its respective Affiliates and Associates hereby severally and not jointly the ▇. ▇. ▇▇▇▇ Parties, each of the ▇. ▇. ▇▇▇▇ Parties agrees that from that, during the date hereof until the termination term of this Agreement and provided ▇▇. ▇▇▇▇▇▇▇▇▇ remains a member of the Board (unless requested in accordance with Section 5 (writing by the “Covered Period”Company, acting through a resolution of a majority of the Company’s Board not including ▇▇. ▇▇▇▇▇▇▇▇▇), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates willwill not, and it will cause each of its Affiliates (provided that no portfolio company controlled by, or under common control with, any of the ▇. ▇. ▇▇▇▇ Parties will be deemed an “Affiliate” so long as such portfolio company (A) has not had discussions with the ▇. ▇. ▇▇▇▇ Parties regarding any of the restricted matters set forth in this Section 6(a) regarding the Company, (B) has not received from the ▇. ▇. ▇▇▇▇ Parties or ▇▇. ▇▇▇▇▇▇▇▇▇ information concerning the Company or its business, and Associates (C) is not acting at the request of, in coordination with or on behalf of the ▇. ▇. ▇▇▇▇ Parties or ▇▇. ▇▇▇▇▇▇▇▇▇), not to, directly or indirectly indirectly, in any manner, alone or in concert with others: (i) make, make or 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 ActSEC) or consents to vote, vote or seek to advise, advise or encourage or knowingly influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) meeting or voting its shares at any such meeting in its sole discretion (subject to compliance with this Agreement), or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwiseAct); (ii) form, join, encourage, influence, knowingly influence or advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 arrangementtrust, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), including through any swap or hedging transactions or otherwisetransaction where beneficial ownership is acquired, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ . ▇. ▇▇▇▇ Group Shareholders Parties (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Groupthe Affiliates) having an aggregate beneficial ownership, as determined in accordance with Rule 13d-3 ownership of 10% or more of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock Shares outstanding as at such time; provided that nothing herein will require Common Stock to be sold to the extent such personstime (as adjusted for any stock splits, collectively with their Affiliates and Associatesreclassifications, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase combinations, stock dividends or similar Company action that reduces actions by the number of outstanding shares of Common StockCompany); (iv) other than through open market trades with unknown counterparties, sell, offer or agree to sell, 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 PW Group/▇▇ . ▇. ▇▇▇▇ Group Shareholders Parties or any of their Affiliates Affiliate to any person or entity not a (A) party to this agreement or Affiliate thereof, (B) member of the Board or (C) officer of the Company (any such person or entity being a “Third Party (as defined belowParty”) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise Party having any an aggregate beneficial or other ownership interest in more than 54.9% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock Shares outstanding at such time, or (B) any except in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall will not (A) preclude the tender (or action not to tender) by any PW Group Shareholders or the ▇▇ . ▇. ▇▇▇▇ Group Shareholders Parties or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW Group Shareholders or the ▇▇ . ▇. ▇▇▇▇ Group Shareholders Parties or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (vi) (A) call or seek to call any meeting of shareholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from shareholders or otherwise act or seek to act by written consent, (E) conduct a referendum of shareholders, or (F) make a request for any shareholder list; (vii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling or changing the Board or management of the Company, including any plans or proposals to change the number or terms of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s articles of incorporation or bylaws, or other actions, that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) make any public statement or announcement that constitutes an ad hominem attack on, or otherwise disparages or causes to be disparaged the Board, the Company or Affiliates thereof and any of its current or former officers or directors; (ix) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board that is inconsistent with the provisions of this Agreement; or (x) publicly request any amendment or waiver of the foregoing. (a) The foregoing provisions of this Section 6 will not be deemed to prohibit any PW Group Shareholders or the ▇▇ . ▇. ▇▇▇▇ Group Shareholders Parties or Affiliate its directors, officers, partners, employees, members or Associate thereof agents (acting in such capacity) from offering to purchase securities communicating privately with the Company’s directors or assets of the Company if the sale officers so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such securities or assets is initiated by the Company through an open bidding processcommunications, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations communicating privately with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided’s shareholders, that, in so long as such communications with shareholders do not breach the case provisions of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);this Section 6.

Standstill. (a) Each The Purchaser agrees that, during the Standstill Period, it shall not, and shall cause each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf Purchaser Affiliates (other than any Purchaser Affiliate who, from time to time, is an officer or an employee of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor Company or any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates Subsidiaries insofar as such Purchaser Affiliate is acting in such capacity) not to, directly or indirectly indirectly, in any manner, including acting on behalf of the Purchaser, alone or in concert with others:, take any of the following actions without the prior consent of the Company (acting through a resolution of the Company’s directors not including any Purchaser Affiliated Directors): (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)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, of Directors (other than in respect of a Purchaser Affiliated Director) 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) (for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of the Directors at any shareholder meeting) , or make or be the proponent of any shareholder proposal (pursuant to the CBCA, Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons who are not Purchaser Affiliates (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associatesany portfolio company, but not including any other entities or persons not identified on dedicated holding company within the Group 13Ds as of the date hereofportfolio company structure) 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 or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such timesecurities; provided that nothing herein will require any Common Stock Shares, Preferred Shares, Class A Shares or Alternative Preference Shares to be sold to the extent such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of increases to the Base Liquidation Preference pursuant to the Series 6 Articles of Amendment, a share repurchase or similar any other Company action actions that reduces the number of outstanding shares of Company Common StockShares; (iv) sell, offer or agree to selltransfer, directly or indirectly, through swap or hedging transactions or otherwise, the securities of Common Shares, the Company Preferred Shares, Class A Shares or Alternative Preference Shares Beneficially Owned by the Purchaser or any economic or voting rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates Purchaser to any Third Party (as defined below) that that, to the knowledge of the Purchaser at the time it enters into such transaction, 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 Beneficial Ownership of Company Common Shares representing more than 512.5% in of the aggregate voting power of the shares of Company Common Stock outstanding at such timeShares; provided, howeverthat (x) the Purchaser shall provide written notice to the Company if it has actual knowledge (after good faith inquiry) at the time of such transaction that such transfer, that the foregoing restriction shall not apply directly or indirectly, through swap or hedging transactions or otherwise, of its Common Shares, Preferred Shares, Class A Shares or Alternative Preference Shares to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders would result in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% having Beneficial Ownership in the aggregate of more than 9.9% of the shares of Common Stock Class A Shares or Alternative Preference Shares outstanding at such timetime and (y) nothing in this clause (iv) shall in any way prohibit, limit or restrict any transfer (A) pursuant to a Third Party Tender/Exchange Offer or pursuant to an amalgamation, merger, consolidation, arrangement or similar transaction entered into by the Company, or (B) any in a bona fide underwritten public offering or in a broker transaction approved by written consent pursuant to Rule 144 (provided that, in relation to such Rule 144 offering, the Purchaser has not instructed or encouraged such broker to sell such Common Shares, Preferred Shares, Class A Shares or Alternative Preference Shares to a specific Third Party or class of Third Parties which would result in a majority violation of the Board, excluding the Nominees and their Replacementsthis clause (iv)); (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate incause, or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose to effect or participate ineffect, any take-over bid, tender or exchange offer, amalgamation, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material all or substantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries Subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement in violation of the foregoing with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders the Purchaser or ▇▇ ▇▇▇▇ Group Shareholders or an a Purchaser Affiliate or an Associate thereof of any securities of the Company into any tender Third Party Tender/Exchange Offer (and any related conversion of Preferred Shares to the extent required to effect such tender) or exchange offer, or the vote by any PW Group Shareholders the Purchaser or ▇▇ ▇▇▇▇ Group Shareholders or an a Purchaser Affiliate or Associate thereof of any voting securities of the Company with respect to any Extraordinary Transaction; (vi) (A) call or seek to call any meeting of shareholders of the Company, including by written consent, (B) prohibit seek representation on the Board of Directors, except as expressly set forth herein, (C) seek the removal of any PW Group Shareholders member of the Board of Directors (other than a Purchaser Affiliated Director in accordance with Section 4.06), (D) solicit written consents from shareholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or Affiliate seek to act by written consent with respect to the Company, (other than in respect of the election of a Purchaser Affiliated Director), or Associate thereof from offering (E) conduct a referendum of shareholders of the Company; (vii) make or be a public proponent of any shareholder proposal that seeks (A) controlling or changing the Board of Directors or management of the Company, including any plans or proposals to purchase securities change the number or assets term of directors or to fill any vacancies on the Board of Directors (other than in respect of a Purchaser Affiliated Director), (B) any material change in the capitalization or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company’s articles of amalgamation or bylaws, or other actions that may impede or facilitate the acquisition of control of the Company if the sale by any person, (E) causing a class of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company enters to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board of Directors, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that would violate the provisions of this Section 4.03; (ix) enter into negotiations 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 (other than activities between Purchaser and its Affiliates that would not violate the other provisions of this Section 4.03); or (x) request, directly or indirectly, any amendment, modification or waiver of this Section 4.03 (including this clause (x)). (b) Notwithstanding the foregoing or anything in this Agreement to the contrary, the Purchaser and the Purchaser Affiliates shall not be restricted from (i) acquiring securities with the prior written consent of the Company, (ii) acquiring securities upon conversion of the Preferred Shares in accordance with the Series 6 Articles of Amendment or pursuant to Section 4.11, (iii) participating in rights or securities offerings conducted by the Company, (iv) receiving stock dividends or similar distributions made by the Company, (v) tendering Common Shares, Preferred Shares, Class A Shares or Alternative Preference Shares as permitted by Section 4.02 or after the Restricted Period, or (vi) disposing of Common Shares, Preferred Shares, Class A Shares or Alternative Preference Shares by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving the Company. (c) The foregoing provisions of Section 4.03(a) shall not be deemed to prohibit the Purchaser or any Purchaser Affiliates or their respective directors, executive officers, partners, employees or managing members or agents (acting in such capacity) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; provided that no such person may request, directly or indirectly, any amendment, modification or waiver of this Section 4.03 (including Section 4.03(c)). In no event shall this Section 4.03 be construed as prohibiting the Purchaser or any Purchaser Affiliates from taking any of the aforementioned actions with respect to a Third Party regarding a proposal to be acquired by such Third Party, that is an owner (“other entity”) of an interest in the Company or a Third Party commences a hostile tender offer to acquire all or substantially all any of the Common Stock Company Subsidiaries, provided that (x) the Purchaser and the Purchaser Affiliates do not share Confidential Information received from the Company in violation of this Agreement or the Confidentiality Agreement, and (y) such other entity does not form a group (as such term is defined in Section 13(d)(3) of the Exchange Act) with either the Purchaser or any Purchaser Affiliate with respect to any securities of the Company; provided, that, . (d) Nothing in the case of (B) and (C) above, the PW Group Shareholders or, in the event this Section 4.03 shall limit any action that one may be taken by any Purchaser Affiliated Director acting solely as a director or more officer of the Nominees Company consistent with his or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act her fiduciary duties as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process director or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs officer of the Company);.

Standstill. (a) Each of Purchaser agrees that, during the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from Standstill Period (unless specifically requested in writing by the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Company), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates willsuch Purchaser shall not, and it will shall cause each of its Affiliates and Associates (collectively and individually, the “Purchaser Affiliates”) not to, directly or indirectly indirectly, in any manner, 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)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board of Directors or to approve shareholder proposalsstockholder proposals that have not been authorized and approved, or recommended for approval, by the Board of Directors, 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) (for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of Directors at any shareholder stockholder meeting) , or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not such Purchaser’s Purchaser Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders such Purchaser (together with their Affiliates and Associates and any other persons with whom they may be its Purchaser Affiliates), having Beneficial Ownership of a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 number of shares of Company Common Stock that exceeds the number of shares of Company Common Stock that would have been issuable upon conversion of the Exchange Act, over more than 17.49% in the aggregate Notes at such time (assuming for such purposes that all of the Notes issued at the Closing remained outstanding), excluding any issuance by the Company of shares of Company Common Stock outstanding at such timeor options, and (B) with respect warrants or other rights to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of acquire Company Common Stock outstanding at such time(or the exercise thereof) to any SL Affiliated Director as compensation for their membership on the Board of Directors; provided provided, that nothing herein will require any Notes, shares of Company Common Stock or other securities to be sold to the extent such personsPurchaser and such Purchaser’s Purchaser Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar any other Company action actions that reduces the number of outstanding shares of Company Common Stock; (iv. For the avoidance of doubt, this Section 4.03(a)(iii) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities shall not restrict conversion of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) that would knowingly result in such Third Party, together with its Affiliates Notes and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender be violated by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof conversion rate adjustment. For purposes of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);this

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ ValueAct Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from that, during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”, (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the ValueAct Designee), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and individually, the “ValueAct Affiliates,” provided that no portfolio company of the ValueAct Group shall be deemed a “ValueAct Affiliate” so long as such portfolio company (A) has not discussed the Company or its business with the ValueAct Group or the ValueAct Designee, (B) has not received from the ValueAct Group or the ValueAct Designee information concerning the Company or its business, and it will cause each (C) is not acting at the request of, in coordination with or on behalf of its Affiliates and Associates the ValueAct Group or the ValueAct Designee), not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not ValueAct Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW ValueAct Group Shareholders (together with their Affiliates and Associates and the ValueAct Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4912% in the aggregate of the shares of Common Stock outstanding at such time; provided that provided, that, nothing herein will require Common Stock to be sold to the extent such personsthe ValueAct Group and the ValueAct Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action actions that reduces the number of outstanding shares of Common Stock; (iv) sell, offer or agree to sell, 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 PW Group/▇▇ ▇▇▇▇ ValueAct Group Shareholders or any of their Affiliates ValueAct Affiliate to any person or entity not a (A) party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) ValueAct Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined below) Party”), that would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 109.9% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any except in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW the ValueAct Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ValueAct Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW the ValueAct Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ValueAct Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vii) (A) call or seek to call any meeting of stockholders, including by written consent, (B) prohibit seek representation, on or nominate any PW Group Shareholders candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or Affiliate seek to act by written consent, (E) conduct a referendum of stockholders, or Associate thereof from offering (F) make a request for any stockholder list or other Company books and records, whether pursuant to purchase securities Section 220 of the DGCL or assets otherwise; (viii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company if the sale by any person; (E) causing a class of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event 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 enters to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (ix) disparage or cause to be disparaged the Company or Affiliates thereof, any of its current or former officers, or directors; (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 this Agreement that is inconsistent with the provisions of this Agreement; (xi) enter into negotiations any discussions negotiations, agreements, or understandings with a any Third Party regarding a proposal 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; or (xii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit the ValueAct Group or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) Each member of the ValueAct Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any ValueAct Affiliate, to be acquired by such Third Partypresent for quorum purposes and to be voted, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of at the Company’s annual and special stockholder meetings and at any adjournments or postponements thereof, and further agrees that at the 2013 annual stockholder meeting they shall vote in favor of (i) all directors nominated by the Board for election at such meeting (including the ValueAct Designee as applicable) and (ii) in accordance with the Board’s recommendation with respect to any proposals that may be the subject of stockholder action at such meeting; provided, thathowever, that with respect to a proposal related to an Extraordinary Transaction, the ValueAct Group and the ValueAct Affiliates may vote their shares of Common Stock beneficially owned, directly or directly, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more discretion of the Nominees ValueAct Group or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group ShareholdersValueAct Affiliate, as applicable, . (c) Nothing in this Section 2 shall have given written notice to limit any actions that may be taken by the ValueAct Designee acting solely as a director of the Company of its election to act consistent with his fiduciary duties as a potential bidder for director of the Company within 10 days of (it being understood and agreed that the Board’s decision ValueAct Group and the ValueAct Affiliates shall not seek to initiate do indirectly through the sale process or negotiate ValueAct Designee anything that would be prohibited if done by the Third Party acquisition proposal ValueAct Group or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the CompanyValueAct Affiliates);.

Standstill. (a) Each of the PW Group/▇▇ ▇J▇▇▇ Group Shareholders solely on behalf agrees that, during the Standstill Period (as defined below) (unless specifically requested in writing by the Company, acting through a resolution of itself and its respective Affiliates and Associates hereby severally and a majority of the Company’s directors not jointly agrees that from including the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Designees), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, that the term “Associates” in such definition shall be deemed to be preceded by the word “controlled”) (collectively (with J▇▇▇) and it will cause each of its Affiliates and Associates individually, the “J▇▇▇ Affiliates”), not to, directly or indirectly indirectly, in any manner, alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies “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)(iv14a1(l)(2)(iv) of the Exchange Act) or consents to vote, vote or seek to advise, encourage or influence any person other than any J▇▇▇ Affiliate with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) stockholder meeting or voting its shares at any such meeting in its sole discretion (subject to compliance with this Agreement), or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise), except in all cases as expressly permitted by this Agreement; (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some excluding, for the avoidance of the persons identified on the Group 13Ds (as defined below) as doubt, any group composed solely of the date hereof J▇▇▇ and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereofJ▇▇▇ 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 thereofthereof (including by granting any proxy, consent or other authority to vote), except as expressly set forth in this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group)group, through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders J▇▇▇ (together with their J▇▇▇ Affiliates and Associates and any other persons with whom they may individual or entity that would be deemed to be part of a “group” (as such term is defined in Section 13(d13(d)(3) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act) with J▇▇▇ or any J▇▇▇ Affiliate (together with the J▇▇▇ Affiliates the “13D Group”)) owning, over more than 17.49% in the aggregate controlling or otherwise having any beneficial or other ownership interest (including, for purpose of the this calculation under this Section 2(a)(iii), all shares of Common Stock outstanding at which such time, and (B) with respect person has the right to acquire pursuant to the ▇▇ ▇▇▇▇ Group Shareholders (together exercise of any rights in connection with their Affiliates and Associates and any other persons with whom they securities or any agreement, regardless of when such rights may be exercised and whether they are conditional and including economic ownership pursuant to a Section 13(dcash settled call option or other derivative security, contract or instrument primarily related to the price of shares of Common Stock) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over 10% or more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time; provided provided, that nothing herein will require Common Stock to be sold to the extent such personsthat J▇▇▇ and the 13D Group, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely clause (iii) as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common StockStock (it being understood that J▇▇▇ shall notify the Company promptly in the event (and in no less than three (3) business days after) J▇▇▇ (together with the 13D Group) owns, controls or otherwise has any such beneficial or other ownership interest of such percentage of shares or a greater amount based on the number of outstanding shares of Common Stock as most recently disclosed by the Company on the cover of a publicly filed Form 10-K or Form 10-Q or otherwise communicated in writing by the Company to J▇▇▇); (iv) other than in Rule 144 open market broker sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell, 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 PW Group/▇▇ ▇J▇▇▇ Group Shareholders or any of their Affiliates J▇▇▇ Affiliate to any person or entity not a party to this Agreement (a “Third Party Party”) that, to JANA’s or the J▇▇▇ Affiliate’s knowledge (as defined below) after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 54.9% 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 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; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, schemesale of all or substantially all assets or sale, spinoff, splitoff or other similar separation of one or more business units, scheme of arrangement, plan of arrangement or other business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or a material amount of any of their respective assets or businesses (each, an “Extraordinary Transaction”), or make encourage, initiate or support any public statement with respect to an Extraordinary Transactionother third party in any such activity; provided, however, that this clause (v) shall not (A) preclude the tender (or failure to tender) by any PW Group Shareholders or ▇▇ ▇J▇▇▇ Group Shareholders or an a J▇▇▇ Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote for or against any transaction by any PW Group Shareholders or ▇▇ ▇J▇▇▇ Group Shareholders or an a J▇▇▇ Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including any put or call option or “swap” transaction with respect to any security (other than a broad based market basket or index)) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (A) call or request the calling of any meeting of stockholders, including by written consent; (B) seek representation on, or nominate any candidate to, the Board, except as set forth herein; (C) seek the removal of any member of the Board; (D) solicit consents from stockholders or otherwise act or seek to act by written consent; (E) conduct a referendum of stockholders; (F) present at any annual meeting or any special meeting of the Company’s stockholders; or (G) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (viii) except as set forth herein, take any action in support of or make any proposal or request that constitutes: (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Restated Certificate of Incorporation or the by-laws, 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; (ix) make or cause to be made, or in any way encourage any other person to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames or slanders the Company or Affiliates thereof or any of their respective current or former officers, directors or employees, provided that J▇▇▇ will, subject to the Confidentiality Agreement if executed, be permitted to make objective statements that reflect JANA’s view, as stockholders, with respect to factual matters concerning specific acts or determinations of the Company occurring after the date of this Agreement; (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 this Agreement that is inconsistent with the provisions of this Agreement; (xi) enter into any discussions, negotiations, agreements or understandings with any Third Party to take any action 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; (xii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceedings against or involving the Company or any of its current or former directors or officers (including derivative actions), other than an action to enforce the provisions of this Agreement instituted in accordance with and subject to Section 8; or (xiii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit (and the documents referenced in Section 1(c) or any PW Group Shareholders successor documents shall not prohibit) J▇▇▇ or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately regarding or privately advocating for or against any of the matters described in this Section 2(a) with, or from privately requesting a waiver of any of the foregoing provisions of this Section 2(a) from, the Company’s directors or officers, so long as such communications, advocacy or requests are in accordance with the Confidentiality Agreement, if executed, and are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, advocacy or requests. (b) The Company agrees that, during the Standstill Period it shall not, and shall cause each of its Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act; provided, that the term “Associates” in such definition shall be deemed to be preceded by the word “controlled”), not to, directly or indirectly, in any manner, alone or in concert with others, make or cause to be made, or in any way encourage any other person to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames or s▇▇▇▇▇▇▇ ▇▇▇▇ Group Shareholders or any J▇▇▇ Affiliate or Associate thereof from offering any of their respective current or former Representatives, provided that the Company will be permitted to purchase securities make objective statements that reflect the Company’s view with respect to factual matters concerning specific acts or assets determinations of J▇▇▇ or any J▇▇▇ Affiliate occurring after the date of this Agreement. For the avoidance of doubt, a public statement or announcement shall only be deemed to be made by the Company if made by either (i) an executive officer or member of the Board or (ii) an employee or representative of the Company if the sale of authorized to make such securities statement or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock announcement on behalf of the Company; provided, that, in . (c) For purposes of this Agreement the case of (B) and (C) above, the PW Group Shareholders or, in the event that one terms “person” or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf agrees that, during the Standstill Period (unless specifically requested in writing by the Company, acting through a resolution of itself and its respective Affiliates and Associates hereby severally and a majority of the Company’s directors not jointly agrees that from including the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”▇▇▇▇ Directors), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that the term “Associates” in such definition shall be deemed to be preceded by the word “controlled”) (collectively (with ▇▇▇▇) and it will cause each of its Affiliates and Associates individually, the “▇▇▇▇ Affiliates”), not to, directly or indirectly (including through any ▇▇▇▇ Directors), in any manner, alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies “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)(iv14a1(l)(2)(iv) of the Exchange Act) or consents to vote, vote or seek to advise, encourage or influence any person other than any ▇▇▇▇ Affiliate with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities Securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) stockholder meeting or voting its shares at any such meeting in its sole discretion (subject to compliance with this Agreement), or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise), except in all cases as expressly permitted by this Agreement; (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all excluding, for the avoidance of doubt, any group composed solely of ▇▇▇▇ and ▇▇▇▇ Affiliates or some of the persons identified on group previously disclosed in the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof▇▇▇▇ 13D) with respect to any securities Securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities Securities of the Company in any voting trust or similar arrangement, or subject any securities Securities of the Company to any arrangement or agreement with respect to the voting thereofthereof (including by granting any proxy, consent or other authority to vote), except as expressly set forth in this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group)group, through swap or hedging transactions or otherwise, any securities Securities of the Company or any rights decoupled from the underlying securities Securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and the ▇▇▇▇ Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over 14.9% or more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time; provided that provided, that, nothing herein will require Common Stock to be sold to the extent such personsthat ▇▇▇▇ and the ▇▇▇▇ Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely clause (iii) as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock; (iv) other than in Rule 144 open market broker sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell, sell directly or indirectly, through swap or hedging transactions or otherwise, the securities Securities of the Company or any rights decoupled from the underlying securities Securities of the Company held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates ▇▇▇▇ Affiliate to any person or entity not a party to this Agreement (a “Third Party Party”) that, to JANA’s or the ▇▇▇▇ Affiliate’s knowledge (as defined below) after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 54.9% 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 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; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, schemesale of all or substantially all assets, scheme of arrangement, plan of arrangement or other business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution liquidation or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or a material amount of any of their respective assets or businesses (each, an “Extraordinary Transaction”), or make encourage, initiate or support any public statement with respect to an Extraordinary Transactionother third party in any such activity; provided, however, that this clause (v) shall not (A) preclude the tender (or action not to tender) by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ▇▇▇▇ Affiliate or an Associate thereof of any securities Securities of the Company into any tender or exchange offer, offer or vote for or against any transaction by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ▇▇▇▇ Affiliate or Associate thereof of any securities Securities of the Company with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including any put or call option or “swap” transaction with respect to any security (other than a broad based market basket or index)) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Securities of the Company; (vii) (A) call or request the calling of any meeting of stockholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, (F) present at any annual meeting or any special meeting of the Company’s stockholders, or (G) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (viii) except as set forth herein, take any action in support of or make any proposal or request that constitutes: (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or the by-laws, 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; (ix) make or cause to be made, or in any way encourage any other person to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames or slanders the Company or Affiliates thereof or any of their respective current or former officers, directors or employees, provided that ▇▇▇▇ will, subject to the Confidentiality Agreement, be permitted to make objective statements that reflect JANA’s view, as a shareholder, with respect to factual matters concerning specific acts or determinations of the Company occurring after the date of this Agreement; (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 this Agreement that is inconsistent with the provisions of this Agreement; (xi) enter into any discussions, negotiations, agreements or understandings with any Third Party to take any action 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; (xii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceedings against or involving the Company or any of its current or former directors or officers (including derivative actions), other than an action to enforce the provisions of this Agreement instituted in accordance with and subject to Section 8; or (xiii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit (and the documents referenced in Section 1(d) or any PW Group Shareholders successor documents shall not prohibit) ▇▇▇▇ or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately regarding or privately advocating for or against any of the matters described in this Section 2(a) with, or from privately requesting a waiver of any of the foregoing provisions of this Section 2(a) from, the Company’s directors or officers, so long as such communications or requests are in accordance with the Confidentiality Agreement and are not intended to, and would not reasonably be expected to, require any public disclosure of such communications or requests. (b) The Company agrees that, during the Standstill Period it shall not, and shall cause each of its Affiliates and Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act provided that the term “Associates” in such definition shall be deemed to be preceded by the word “controlled”) not to, directly or indirectly, in any manner, alone or in concert with others, make or cause to be made, or in any way encourage any other person to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames or ▇▇▇▇▇▇▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders Affiliates or Affiliate any of their respective current or Associate thereof from offering to purchase the securities of former Representatives, provided that the Company in the event the Company enters into negotiations with a Third Party regarding a proposal will be permitted to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of make objective statements that reflect the Company; provided, that, in the case ’s view with respect to factual matters concerning specific acts or determinations of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, or the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees Affiliates (or their Replacements are employees ofrespective current or former representatives) occurring after the date of this Agreement. (c) For purposes of this Agreement the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or Disclosing Nominees tolimited partnership, the ▇▇ ▇▇▇▇ Group Shareholderslimited liability or unlimited liability company, the ▇▇ ▇▇▇▇ Group Shareholdersjoint venture, as applicableestate, irrevocably waive their right to participate as a biddertrust, then such Nominees association, organization or Replacements shall be excluded from all portions other entity of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees any kind or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);nature.

Standstill. (a) Each of the PW Group/The ▇▇ ▇▇▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that that, from the date hereof until the termination of this Agreement in accordance with Section 5 (until the “Covered expiration of the Standstill Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates or Family Members will, and it will cause each of its Affiliates and Associates and Family Members not to, directly or indirectly indirectly, in any manner, acting alone or in concert with others, take any of the following actions or advise, recommend, request, encourage, solicit, influence or induce any other person to take any of the following actions, or announce any intention to take any of the following actions: (ia) makesubmit any stockholder proposal pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, engage inas amended (the “Exchange Act”), or in otherwise, or any way participate innotice of nomination or other business for consideration, or nominate any candidate for election to the Board; (b) engage, directly or indirectly, in any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such terms are used term is defined in the proxy rules Instruction 3 of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or consents proposal of the Board, or recommend or request or induce or attempt to vote, induce or seek to advise, encourage or influence any other person with respect to the voting of any securities voting stock of the Company (including any withholding from voting) or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, or become grant a “participant” in any contested “solicitation” for the election of directors proxy with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent voting of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 stock of the Company to any arrangement or agreement with respect person other than to the voting thereof, except Board or persons appointed as expressly set forth in this Agreementproxies by the Board; (iiic) acquire, offer or propose seek to acquirecall, or agree to acquirerequest the call of, directly a special meeting of the Company’s stockholders; (d) make a request for a list of the Company’s stockholders or indirectlyfor any books and records of the Company; (e) form, whether by purchase, tender join in or exchange offer, through the acquisition of control of another person, by joining in any other way participate in a “partnership, limited partnership, syndicate or other group group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting stock of the Company (other than a “group” that consists solely of all or some of the persons parties to this Agreement or any of their respective Affiliates or Associates); (f) deposit any shares of voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement or pooling arrangement, other than any such voting trust, arrangement or agreement solely among the Investors and otherwise in accordance with this Agreement; (g) except as specifically provided in Section 1 of this Agreement, seek to place a representative or other Affiliate, Associate or Observer on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board or the committees of the Board; (h) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any Section 13(d) Group), through swap of the assets or hedging transactions or otherwise, any securities business of the Company or any rights decoupled or options to acquire any such assets or business from any person; (i) other than at the underlying securities express written request of the Company that would result in (A) Board, seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in structure or composition of the Board, change in the executive officers of the Company, change to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownershipCompany’s organization documents, as determined change in accordance with Rule 13d-3 of the Exchange Actcapital structure, over more than 17.49% recapitalization, dividend or distribution or change in the aggregate of the shares of Common Stock outstanding at such timedividend or distribution policy, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces transaction involving the number Company, its subsidiaries or its business, whether or not any such transaction involves a change 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 control of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such timeCompany; provided, however, that nothing herein shall limit the foregoing restriction shall not apply ability of the Investors to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC disclose, publicly or otherwise, how they intend to vote with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided thatannounced tender offer, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution combination or other extraordinary change-of-control transaction that is being submitted for the approval of shareholders, and the reasons therefor, so long as any such activity is otherwise in compliance with the requirements of this Agreement; (j) disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing or publicly request or advance any proposal to amend, modify or waive the terms of this Agreement; provided that the Investors may make confidential requests to the Board to amend, modify or waive any provision of this Section 3, which the Board may accept or reject in its sole discretion, so long as any such request is not publicly disclosed by the Investors and is made by the Investors in a manner that does not require the public disclosure of such request by the Company, the Investors or any other person; (k) institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its subsidiaries current or joint ventures former directors or officers (including derivative actions), other than to enforce the provisions of this Agreement; (l) take any action challenging the validity or enforceability of any provisions of this Section 3; (m) enter into any negotiations, discussions, agreement, arrangement or understanding with any person concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities; (n) make any public announcement or statement involving the Company or any of its officers, directors or Affiliates; or (o) communicate with any employee of the Company about Company-related matters without the prior consent of the Chairman, as determined in his sole discretion. Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the ▇▇▇▇▇▇▇ Group from: (A) communicating privately with the Board, Chief Executive Officer, Chief Financial Officer, the Chief Administrative Officer of the Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Investors or any of their respective securities (eachAffiliates or Associates, an “Extraordinary Transaction”)provided that a breach by Investor of this Agreement is not the cause of the applicable requirement, or make (D) voting any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender shares beneficially owned by any PW Group Shareholders or member of the ▇▇ ▇▇▇▇▇▇ Group Shareholders in any way they deem appropriate. As used in this Agreement: (i) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include persons who become Affiliates or an Affiliate or an Associate thereof Associates of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice person subsequent to the Company date of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company)this Agreement;

Standstill. (a) Each BRS agrees that, until the expiration of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that two years from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither without prior written invitation (on an unsolicited basis) of DLCH's Board of Directors, it nor and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly, any securities (or rights in respect thereof), assets or property of DLCH or any of its Affiliates subsidiaries or Associates willof any successor thereto or person in control thereof, and it will cause each whether such agreements or proposals or offers are made with or to DLCH or any of its Affiliates and Associates not tosubsidiaries (or a successor thereto or person in control thereof) or a third party; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly in indirectly, any mannermerger, alone acquisition transaction or in concert with others: other business combination relating to DLCH or any of its subsidiaries or any of their respective assets; (iiii) make, engage in, or in any way participate in, directly or indirectly, any “"solicitation” " of proxies "proxies" (as such terms are used in the proxy rules of the SEC but without regard to Securities Exchange Act of 1934, as amended (the exclusion set forth in Rule 14a-1(l)(2)(iv) of the "Exchange Act")) or consents to vote, or seek to advise, encourage advise or influence any person with respect to the voting of, any voting securities of DLCH or any of its subsidiaries or of any securities of the Company successor thereto or any securities convertible or exchangeable into or exercisable for any such securities person in control thereof, (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (iiiv) form, join, encourage, influence, advise join or in any way participate in any “a "group” " (as such term is defined in within the meaning of Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereofAct) with respect to any voting 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders DLCH or any of their Affiliates to its subsidiaries or of any Third Party (as defined below) that would knowingly result successor thereto or person in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such timecontrol thereof; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect seek or seek propose, alone or in concert with others, to effect control or influence the management, Board of Directors or policies of DLCH; (including, without limitation, by entering vi) directly or indirectly enter into any discussions, negotiations, agreements arrangements 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 (except internal discussions and planning activities involving its Representatives) with respect to effect or seek, offer any of the foregoing activities or propose any of such activities to effect any other person (other than its Representatives); (vii) directly or participate inindirectly advise, encourage, assist, act as a financing source for or otherwise invest in any tender other person in connection with any of the foregoing; (viii) publicly disclose any intention, plan or exchange offerarrangement inconsistent with the foregoing. BRS also agrees that, mergerduring such two-year period, consolidationneither it nor any of its affiliates will: (i) request DLCH or its advisors, acquisitiondirectly or indirectly, scheme, arrangement, business combination, recapitalization, reorganization, sale to (1) amend or acquisition waive any provision of material assets, liquidation, dissolution this paragraph (including this sentence) or other extraordinary transaction involving the Company (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to DLCH or any of its subsidiaries or joint ventures that could be reasonably be expected to require DLCH to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of their respective securities (eachBRS or any other person acquiring control of DLCH, an “Extraordinary Transaction”)whether by means of a business combination or otherwise. Additionally, BRS's Chief Executive Officer may contact DLCH's Chief Executive Officer for the purpose of expressing continuing or make renewed interest in a Transaction or in any public statement with respect other business relationship, provided that, unless invited to an Extraordinary Transaction; provideddo so by DLCH's Chief Executive Officer, however, no offer or proposal shall be made that this clause shall not (A) preclude the tender by any PW Group Shareholders or would require ▇▇ ▇. ▇▇▇▇▇ Group Shareholders ▇. Bruckmann April 8, 1997 Page 5 disclosure or an Affiliate formal consideration by DLCH or an Associate thereof its Board of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);Directors.

Standstill. Each Investor agrees that, for the period commencing on the date of this Agreement and ending on the earliest of (ai) Each the one year anniversary of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf Agreement, (ii) a material breach by the Company of itself and its respective Affiliates and Associates hereby severally and obligations under this Agreement which is not jointly agrees that cured within five (5) Business Days after written notice from any Investor, (iii) the date hereof until of any Contrary Event or (iv) the termination of this Agreement the board observation covenants set forth in accordance with Section 5 2 (the “Covered Standstill Period”), except as expressly set forth in this Agreement, neither it nor any of its controlled Affiliates or Associates will, and it will cause each of its controlled Affiliates and Associates not to, directly or indirectly in any mannerindirectly, acting alone or in concert with others: (i) make, engage insubmit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or in nominate any candidate for election to the Board (including by way participate of Rule 14a-11 of Regulation 14A), other than as expressly permitted by this Agreement; (ii) engage in, directly or indirectly, any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such terms are used term is defined in the proxy rules Instruction 3 of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or consents proposal of the Board, or recommend or request or induce or attempt to voteinduce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of the Common Stock (including any securities withholding from voting) or grant a proxy with respect to the voting of the Company Common Stock or other voting securities to any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals person other than to the Board or to approve shareholder proposals, or become a “participant” in any contested “solicitation” for persons appointed as proxies by the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)Board; (iiiii) seek to call, or to request the call of, a special meeting of the Company’s stockholders, or make a request for a list of the Company’s stockholders or to inspect any books and records of the Company; (iv) form, join, encourage, influence, advise join in or in any other way participate in any a “partnership, limited partnership, syndicate or other group” (as such term is defined in within the meaning of Section 13(d)(3) of the Exchange Act for purposes with respect to the Common Stock or deposit any shares of this AgreementCommon Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes group consisting only of some or all or some of the persons identified Investors and their Affiliates; (v) seek to place a Representative or other Affiliate or nominee on the Group 13Ds (as defined below) as Board or seek the removal of any member of the date hereof and their Affiliates and Associates, but not including any other entities Board or persons not identified on a change in the Group 13Ds as size or composition of the date hereofBoard; (vi) with respect to any securities of the Company acquire or otherwise in any manner agree, attemptoffer, seek or propose to deposit acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or business of the Company or any rights or options to acquire any such assets or business from any person, in each case other than securities of the Company Company; (vii) other than at the direction of the Board, seek, propose or make any statement (other than to one or more members of the Board or management or its advisors or agents) with respect to, or solicit, or negotiate with or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in any voting trust structure or composition of the Board, change in the executive officers of the Company, change in capital structure, recapitalization, dividend, share repurchase or similar arrangementtransaction involving the Company, its subsidiaries or subject its business, whether or not any securities such transaction involves a change of control of the Company to (it being understood that the foregoing shall not restrict the Investors from tendering Common Stock, receiving payment for Common Stock or otherwise participating in any arrangement such transaction on the same basis as other stockholders of the Company, or agreement with respect to from participating in any such transaction that has been approved by the voting thereof, except as expressly set forth in this AgreementBoard); (iiiviii) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions purchase or otherwise, any securities beneficial ownership of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% interests in the aggregate of the shares of Common Stock outstanding at such time, Company’s indebtedness or (B) any transaction approved by written consent an aggregate amount of a majority more than 9.99% of the Board, excluding the Nominees and their Replacements; Company’s outstanding Common Stock (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause which shall not (A) preclude the tender include Common Stock issued in connection with a stock split, stock dividend or similar corporate action initiated by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transactionsecurities beneficially owned by any of the Investors or their Affiliates); provided, however, nothing herein shall prevent any Investor from confidentially seeking a waiver from this provision; (Bix) prohibit short sell the Company’s capital stock, or otherwise pledge, hypothecate or put any PW liens against the Company’s capital stock, except that an Investor may partake in customary margin transactions with a broker regulated by FINRA; (x) disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing; (xi) take any action challenging the validity or enforceability of any provisions of this Section 5; or (xii) enter into any agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities. Except as expressly provided in Section 2, the Investor Group Shareholders shall be entitled to (i) vote any shares of Common Stock that it beneficially owns as it determines in its sole discretion and (ii) disclose, publicly or ▇▇ ▇▇▇▇ Group Shareholders otherwise, how it intends to vote or Affiliate act with respect to any securities of the Company, any stockholder proposal or Associate thereof from offering other matter to purchase securities or assets be voted on by the stockholders of the Company if and the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);reasons therefor.

Standstill. (a) Each Without the prior written consent of the PW Group/Board, no Member shall, and each shall cause each of its respective Representatives when acting on behalf of the Members, affiliates, and associates not to, do any of the following for a period (the “Restricted Period”) commencing on the date of this Agreement and ending on the earlier of (i) the conclusion of the 2015 annual meeting of stockholders of the Company, (ii) six (6) months after the date ▇▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that resigns from the Board and (iii) the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of upon which the Company materially breaches its obligations contained in Section 1 or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals ▇▇. ▇▇▇▇ is not elected to the Board or (unless due to approve shareholder proposals, or become a “participant” in any contested “solicitation” his decision not to stand for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);election): (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) a. acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another personPerson (as defined below), by joining a partnership, limited partnership, syndicate or other group “group” (including any within the meaning of Section 13(d13(d)(3) Groupof 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 of the Company that which would result in (A) with respect to the PW Cornwall Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Person or “group” referred to in this Section 13(d3a) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) that would knowingly result in such Third Party, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial ownership or other ownership voting interest in more than 5% in the aggregate twenty (20) percent of the outstanding shares of Common Stock outstanding at common stock of the Company, including those it owns or controls, directly or indirectly, as of the date of this Agreement; b. engage, or in any way participate, directly or indirectly, in any “solicitation” (as such time; provided, however, that term is defined in Rule 14a-1(l) under the foregoing restriction shall not apply to (AExchange Act) of proxies or consents in any transaction with a Third Party who already has a Schedule 13G on file with the SEC “election contest” with respect to its ownership the Company’s directors (regardless of Common Stock whether it involves the election or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result removal of directors of the transaction it will file a Schedule 13G Company), (ii) seek to advise, encourage or influence any Person with respect to its ownership the voting of Common Stock provided that, unless such Third Party is an Institutional Stockholder any voting securities of the Company in any “election contest” with respect to the Company’s directors (e.g., Fidelity, Vanguard, Dimensional, etc.regardless of whether it involves the election or removal of directors of the Company), such Third Party(iii) initiate, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control propose or otherwise have beneficial ownership “solicit” (as such term is defined in more than 10% in Rule 14a-1(l) under the aggregate Exchange Act) stockholders of the shares Company for the approval of Common Stock outstanding at such timestockholder proposals in connection with the election or removal of directors of the Company, or (Biv) induce or attempt to induce any transaction approved by written consent other Person to initiate any such stockholder proposal; c. form, join or in any way participate in a partnership, syndicate, or other group, including without limitation any “group” as defined under Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company in connection with any “election contest” with respect to the Company’s directors (regardless of whether it involves the election or removal of directors of the Company); d. deposit any Company voting securities in any voting trust or subject any Company voting securities to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; e. seek, alone or in concert with others, to (i) call a majority meeting of stockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, (ii) obtain representation on the Board except as otherwise expressly provided in this Agreement, (iii) effect the removal of any member of the Board, excluding (iv) make a stockholder proposal at any meeting of the Nominees and their Replacements; stockholders of the Company except as otherwise expressly provided in this Agreement, or (v) amend any provision of the Company’s certificate of incorporation or bylaws; f. effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any personPerson), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person Person to effect or seek, offer or propose to effect or participate in, (i) any acquisition of more than fifteen (15) percent 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, consolidation, acquisition, schemeshare exchange or other business combination involving more than fifteen (15) percent of any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries or joint ventures any material portion of its or their businesses (any of their respective securities (eachthe foregoing, an a “Extraordinary Sale Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company or g. enter into any tender discussions, negotiations, agreements or exchange offer, or vote by understandings with any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) towith respect to taking during the Restricted Period any of the foregoing actions, or advise, assist, encourage or seek to persuade any Third Party to take any action during the Restricted Period with respect to any of the foregoing, or otherwise take or cause any action during the Restricted Period inconsistent with any of the foregoing, through any medium or method whatsoever, including without limitation, e-mail, printed matter, oral communication, or use of social media; provided, that nothing herein shall prohibit, restrict or otherwise limit the Cornwall Group from (w) selling any of its securities in the Company through a broker in the open market, (x) tendering any of its securities in the Company in response to a tender offer or exchange offer by any Third Party with respect to which the Cornwall Group has had no prior agreements or understanding with such Third Party in respect of the Company or its securities, (y) making public statements, engaging in discussions with other shareholders or soliciting proxies with respect to any Sale Transaction that has been approved by a majority of the Board and has been announced by the Company or (z) subject to Section 2b, voting or otherwise directing the vote in any manner of any securities in the Company beneficially owned by the Cornwall Group; provided, further, that, nothing herein shall prohibit ▇▇ ▇. ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, from engaging in any lawful act in his capacity as applicable, shall have given written notice to a director of the Company of its election that is either approved by the Board or required in order to act comply with his fiduciary duties as a potential bidder for director of the Company within 10 days and that such actions shall not be deemed a violation of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);this Agreement.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Until terminated pursuant to Section 5 (the “Covered Period”5(a), except as expressly set forth in this AgreementInvestor hereby agrees that, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, 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 without 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees prior approval of the Board at (as defined in the Purchase Agreement), Investor shall not and shall not permit or cause any shareholder meetingAffiliate (as defined in the Purchase Agreement) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds Representative (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement;Investor to: (iiia) acting alone or with others, acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender merger, business combination or exchange offerin any other manner, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate any voting securities or other group (including any Section 13(d) Group), through swap direct or hedging transactions or otherwise, indirect rights to acquire any securities of the Company or any rights decoupled from the underlying securities subsidiary thereof, or of any successor to or person in control of the Company that would result in (A) with respect to the PW Group Shareholders (if after such acquisition Investor, together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownershipits Affiliates, as determined in accordance with Rule 13d-3 would own 10% or more of the Exchange Act, over more than 17.49% in the aggregate outstanding capital stock of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 Company or voting power of the Exchange ActCompany, over more than 17.49% in the aggregate or any assets of the shares Company or any subsidiary or division thereof or of Common Stock outstanding at any such timesuccessor or controlling person; provided that nothing herein will require Common Stock to be sold to the extent such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result any investment by Investor or an Affiliate of a share repurchase Investor in third-party mutual funds or other similar Company action passive investment vehicles 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 hold interests in securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to be taken into account for the purpose of this subparagraph (Aa); (b) enter into any transaction with a Third Party who already has a Schedule 13G on file with the SEC voting agreements, trusts or similar arrangements with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result voting securities of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more Company other than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacementsas set forth herein; (vc) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate inmake, or in any way assist participate, directly or facilitate indirectly, in any other “solicitation” of “proxies” to vote (as such terms are used in the rules promulgated by the Securities and Exchange Commission (the “Commission”)), or seek to advise or influence any person or entity with respect to effect the voting by any third party of any voting securities of the Company; (d) make any public announcement, directly or seekindirectly, with respect to, or submit a proposal for, or offer of (with or propose to effect or participate in, without conditions) any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries securities or joint ventures assets; (e) form, join or in any way participate in a “group” as defined in Section 13(d)(3) (a “13D Group”) of their respective securities the Securities Exchange Act of 1934, as amended (each, an the “Extraordinary TransactionExchange Act”), or make in connection with any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender foregoing; (f) act, alone or exchange offerin concert with others, to seek to control, advise, change or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of influence the Company with respect to any Extraordinary Transactionmanagement, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding processBoard, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Partygoverning instruments, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business policies or affairs of the Company); (g) disclose any intention, plan or arrangement inconsistent with the foregoing; (h) have any discussions or enter into any arrangement with, or advise, assist or encourage any other person in connection with any of the foregoing events; (i) 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 (a) through (h) above; or (j) request the Company or any of its agents or Representatives, directly or indirectly, in any public manner, to amend or waive any of the foregoing provisions.

Standstill. (a) Each Except as provided in Section 6.1(b), and subject to Section 6.1(c), during the Standstill Period, none of Rhône or its Affiliates (including, for the avoidance of doubt, the Initial Holders) shall, without the prior written consent of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from Board (excluding the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Rhône Directors), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, alone or in concert with othersindirectly: (i) makeeffect or seek, engage in, offer or in propose (whether publicly or otherwise) to effect or announce any way intention to effect or cause or participate in, directly (A) any acquisition of Common Stock or indirectlyCommon Stock Equivalents if, as a result of any such acquisition, any of Rhône or its Affiliates (including, for the avoidance of doubt, the Initial Holders), individually or as part of a “group” (within the meaning of Section 13(d) of the Exchange Act), would become the beneficial owner (as defined in Rule 13(d) of the Exchange Act, except that the applicable Person(s) or group shall be deemed to have “beneficial ownership” of all shares that such Person(s) or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of more than 34.99% of the total voting power of the Voting Stock, (B) any tender or exchange offer or merger involving the Company or (C) any “solicitation” of proxies “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 ActSEC) or written consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities Voting Stock of the Company”) for the election of individuals , in each case in order to elect directors to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support any solicitation of all proxies to elect any Rhône Director who has not been nominated by the Board and/or elected by the stockholders of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwiseCompany);, or (ii) form, join, encourage, influence, advise form or in any way participate in any “group” (as such term is defined in within the meaning of Section 13(d)(313(d) of the Exchange Act for purposes of this AgreementAct), any if such groupgroup would, as a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of result, become the persons identified on the Group 13Ds beneficial owner (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section Rule 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over except that such group shall be deemed to have “beneficial ownership” of all shares that such group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), of more than 17.4934.99% of the total voting power of the Voting Stock. (b) Section 6.1(a) shall not prevent any direct or indirect acquisition (or participation in a “group” consisting solely of Rhône and any of its Affiliates with resulting beneficial ownership of more than 34.99% of the aggregate total voting power of the Voting Stock (determined in accordance with Section 6.1(a)(ii)) by Rhône or any of its Affiliates during the Standstill Period of (i) the Exchange Stock, (ii) the shares of Common Stock outstanding at such timeor Series A Preferred Stock issuable or issued upon the exercise of the Warrants or in connection with the exercise of any preemptive rights under Section 5.6 of the Warrant Agreement, and (Biii) with respect any Qualifying Employee 7 Stock issued to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase Rhône Directors or similar Company action that reduces the number of outstanding shares of Common Stock; (iv) sellany Common Stock or Common Stock Equivalents acquired pursuant to a Permitted Transaction. (c) If at any time during the term of this Agreement (i) the Company fails to nominate any Rhône Director or to vote any of its proxies in favor of any Rhône Director, offer (ii) the stockholders of the Company fail to elect any Rhône Director, (iii) a “change in control”, “change of control” or agree similar concept shall have occurred under any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of which the Company or any rights decoupled from the underlying securities held of its subsidiaries is a party or by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving which the Company or any of its subsidiaries or joint ventures or any of their respective securities properties may be bound (eachother than as a result of Rhône breaching its obligations under Section 6.1(a)) or (iv) Rhône and its Affiliates (including, an “Extraordinary Transaction”for the avoidance of doubt, the Initial Holders), individually or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not as part of a “group” (Awithin the meaning of Section 13(d) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offerExchange Act), or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities are the beneficial owner (as defined in Rule 13(d) of the Company with respect Exchange Act, except that the applicable Person(s) or group shall be deemed to any Extraordinary Transactionhave “beneficial ownership” of all shares that such Person(s) or group has the right to acquire, (Bwhether such right is exercisable immediately or only after the passage of time) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of less than 20% of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the outstanding Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as on a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidderfully-diluted basis, then such Nominees or Replacements the restrictions set forth in Section 6.1(a) shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);permanently terminate.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly Investor agrees that that, from the date hereof until the termination of this Agreement in accordance with Section 5 (until the “Covered expiration of the Standstill Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly indirectly, in any manner, acting alone or in concert with others: (i) make, engage insubmit any stockholder proposal (pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, or in nominate any candidate for election to the Board (including by way participate of Rule 14a-11 of Regulation 14A), other than as expressly permitted by this Agreement; (ii) engage in, directly or indirectly, any “solicitation” (as defined in Rule 14a-1 of Regulation 14A) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such terms are used term is defined in the proxy rules Instruction 3 of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or consents proposal of the Board, or recommend or request or induce or attempt to voteinduce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of any securities of the Company Common Stock or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, or become grant 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 proxy with respect to the voting thereof, except of the Common Stock or other voting securities to any person other than to the Board or persons appointed as expressly set forth in this Agreementproxies by the Board; (iii) acquire, offer or propose seek to acquirecall, or agree to acquirerequest the call of, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities special meeting of the Company Company’s stockholders, or any rights decoupled from the underlying securities make a request for a list of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates Company’s stockholders or for any books and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 records of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common StockCompany; (iv) sellvote for any nominee or nominees for election to the Board, offer other than those nominated or agree supported by the Board; (v) except as specifically provided in Section 1 and Section 2 of this Agreement, seek to sellplace a representative or other Affiliate, directly Associate or indirectly, through swap nominee on the Board or hedging transactions or otherwise, seek the securities removal of any member of the Board or a change in the size or composition of the Board; (vi) disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing; (vii) take any action challenging the validity or enforceability of any provisions of this Section 3(a); (viii) publicly request that the Company amend or waive any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders provision of this Section 3(a); or (ix) enter into any agreement, arrangement or understanding concerning any of their Affiliates the foregoing (other than this Agreement) or encourage or solicit any person to undertake any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such timeforegoing activities; provided, however, that the foregoing restriction nothing in this Section 3(a) or elsewhere in this Agreement shall not apply to prohibit (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock Investor from privately making any statement or any Third Party who represents expressing or disclosing such Investor’s views in private to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result Chief Executive Officer, the Chief Financial Officer or another other officer or director of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, Company; or (B) any transaction approved by written consent Investor, Affiliate or Associate from voting in such manner as it deems appropriate on any matter unrelated to the election of a majority directors of the Board, excluding Company and the Nominees and their Replacements;other matters referenced in Section 2(a). (vb) effect or seek to effect As used in this Agreement: (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate ini) the term “Affiliate” means a person that directly, or in any way assist indirectly through one or facilitate any other person to effect or seekmore intermediaries, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”)controls, or make any public statement is controlled by, or is under common control with, the person specified with respect to an Extraordinary Transactionthe specific action at issue hereunder; providedthe term “Associate” means any corporation or organization controlled by the person specified, howeverany trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee or in a similar fiduciary capacity, that this clause shall not (A) preclude the tender by and any PW Group Shareholders relative or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof spouse of any securities of the Company into any tender or exchange offersuch person, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof relative of any securities of such spouse, who has the Company same home as such person, in each case, with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if specific action at issue hereunder; the sale of such securities or assets is initiated term “control” shall have the meaning set forth in Rule 12b-2 promulgated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase SEC under the securities of Exchange Act; the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) terms “beneficial owner” and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, “beneficial ownership” shall have given written notice to the Company same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process any kind or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);nature; and

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from that, during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”, (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the ▇▇▇▇ Designee), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and individually, and it will cause each of its Affiliates and Associates the “▇▇▇▇ Affiliates”), not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not ▇▇▇▇ Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and the ▇▇▇▇ Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.497.5% in the aggregate of the shares of Common Stock outstanding at such time; provided that provided, that, nothing herein will require Common Stock to be sold to the extent such personsthe ▇▇▇▇ Group and the ▇▇▇▇ Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action actions that reduces the number of outstanding shares of Common Stock; (iv) sell, offer or agree to sell, 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 PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates ▇▇▇▇ Affiliate to any person or entity not a (A) party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) ▇▇▇▇ Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined below) Party”), that would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 104.9% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any except in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ the ▇▇▇▇ Group Shareholders or an a ▇▇▇▇ Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW Group Shareholders or ▇▇ the ▇▇▇▇ Group Shareholders or an a ▇▇▇▇ Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vii) (A) call or seek to call any meeting of stockholders, including by written consent, (B) seek representation, on or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (viii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person; (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (ix) disparage or cause to be disparaged the Company or Affiliates thereof, any of its or their respective current or former officers, or any of its or their respective directors; (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 this Agreement that is inconsistent with the provisions of this Agreement; (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; or (xii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit any PW Group Shareholders or ▇▇ the ▇▇▇▇ Group Shareholders or Affiliate its directors, officers, partners, employees, members or Associate thereof agents (acting in such capacity) (“Representatives”) from offering to purchase securities communicating privately with the Company’s directors, officers or assets advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) Each member of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders shall, during the Covered Period, cause all shares of Common Stock beneficially owned, directly or Affiliate indirectly, by it, or Associate thereof from offering by any ▇▇▇▇ Affiliate, to purchase be present for quorum purposes and to be voted, at the Company’s annual and special stockholder meetings and at any adjournments or postponements thereof, and further agrees that at all such meetings they shall vote in favor of (i) all directors nominated by the Board for election at such meeting and (ii) in accordance with the Board’s recommendation with respect to any proposals that may be the subject of stockholder action at such meeting, other than with respect to (a) an Extraordinary Transaction, (b) any proposed issuance of Company securities of the Company in the event the Company enters into negotiations with a Third Party regarding a or (c) any proposal to be acquired by such Third Party, implement any takeover defense measures or a Third Party commences a hostile tender offer to acquire all any other proposal that would diminish or substantially all otherwise impair in any material respect the rights of the Common Stock of the Company; provided, that, in the case of Company shareholders. (Bc) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ The ▇▇▇▇ Group Shareholders, acknowledges that the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, Designee shall have given written notice all of the rights and obligations, including fiduciary duties to the Company and its stockholders, of its election to act as a potential bidder for director under applicable law and the Company within 10 days of Company’s organizational documents while the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group ShareholdersDesignee is serving on the Board. Notwithstanding the foregoing, nothing in this Section 2 shall limit any actions that may be taken by the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate Designee acting solely as a bidder, then such Nominees or Replacements shall be excluded from all portions director of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or Company consistent with his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs fiduciary duties as a director of the Company);.

Standstill. (a) Each Executive agrees that, for a period of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that two years from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it Executive, Spouse nor any of its Affiliates Executive's or Associates will, and it Spouse's affiliates will (or will cause each of its Affiliates and Associates not or assist others to), directly or indirectly in any manner, 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 without 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities prior written consent of the Company or any securities convertible or exchangeable into or exercisable for any such securities its Board of Directors: (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iiii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions purchase or otherwise, more than 1.0% of the voting securities or direct or indirect rights to acquire more than 1.0% of the voting securities of and issued by, the Company or direct or indirect any securities parent or subsidiary thereof, or of any Successor (as defined below), or any assets of the Company or any rights decoupled from the underlying securities parent or direct or indirect subsidiary or division thereof or of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they such Successor, which may be a Section 13(doutstanding on the date hereof or subsequently issued during such two year period; (ii) Group) having beneficial ownership, as determined make or any in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock; (iv) sell, offer or agree to sellway participate in, directly or indirectly, through swap any "solicitation" of "proxies" (as such terms are used in the rules of the Securities Exchange Commission) to vote or hedging transactions seek to advise or otherwiseinfluence any person or entity with respect to the voting of, the any voting securities of the Company (or any rights decoupled from parent or direct or indirect subsidiary thereof); (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders Company (or any of their Affiliates to any Third Party parent or direct or indirect subsidiary thereof) or its (as defined belowor their) that would knowingly result in such Third Partysecurities or assets; (iv) form, together with its Affiliates and Associates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, join or in any way participate in a "group" (as defined in Section l3(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; (v) otherwise act, alone or in concert with others, to seek control or influence the management, Board of Directors or policies of the Company (or any parent or direct or indirect subsidiary thereof); (vi) disclose any intention, plan or arrangement inconsistent with the foregoing; (vii) advise, assist or facilitate encourage any other person persons in connection with any of the foregoing, or (viii) contact, discuss with, make comments to effect or seek, offer or propose to effect or participate inotherwise provide information to, any tender or exchange offeranalysts, mergermajor stockholders, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution reporters or other members of the media respecting the Company (or its parents or direct or indirect subsidiaries), or its (or their) plans. Executive and Spouse also agree during such period not to request the Company or any of its representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) or take any action which might require the Company to make a public announcement regarding the possibility of an extraordinary transaction involving the Company or any of its subsidiaries securities or joint ventures or any of their respective assets. Notwithstanding the foregoing, Executive and Spouse shall be entitled to receive and own all securities (each, an “Extraordinary Transaction”)distributed in respect of, or make issued in exchange for, any public statement with respect voting securities owned by them which were not acquired in violation of this Agreement. As used herein, "Successor" shall mean any entity which in a transaction succeeds to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock Company's assets or which acquires substantially all of its stock so long as, in either case, holders of a majority of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more 's voting securities immediately prior to such transaction beneficially own a majority of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery voting securities of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);entity immediately thereafter.

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ FrontFour Group Shareholders solely on behalf agrees that, during the Covered Period (unless specifically requested in writing by the Company, acting through a resolution of itself and its respective Affiliates and Associates hereby severally and a majority of the Company’s directors not jointly agrees that from including the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Director Designee), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(collectively and individually, and it will cause each of its Affiliates and Associates the “FrontFour Affiliates”), not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not FrontFour Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW FrontFour Group Shareholders (together with their Affiliates and Associates and the FrontFour Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.499.9% 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 such personsthe FrontFour Group and the FrontFour Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, amalgamation, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause (iv) shall not (A) preclude the tender by any PW the FrontFour Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a FrontFour Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW the FrontFour Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a FrontFour Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (v) 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 securities of the Company; (vi) (A) call or seek to call any meeting of stockholders, including by written consent, (B) prohibit seek representation, on or nominate any PW Group Shareholders candidate to, the Board, except as expressly set forth in Section 2 hereof, (C) seek (including pursuing or ▇▇ ▇▇▇▇ Group Shareholders encouraging any “withhold” or Affiliate similar campaign) the removal of any member of the Board, (D) solicit consents from stockholders or Associate thereof from offering otherwise act or seek to purchase securities act by written consent, (E) conduct a referendum of stockholders, or assets (F) make a request for any stockholder list or other Company books and records, whether pursuant to NRS 78.105, NRS 78.257 or otherwise; (vii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, dividend policy or stock repurchase program or practices of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Amended and Restated Articles of Incorporation or Amended and Restated Bylaws; (E) any action that may impede or facilitate the acquisition of control of the Company if the sale by any person; (F) causing a class of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (G) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) 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 or any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (ix) 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; (x) commence, encourage or support any derivative action in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock name of the Company, or any class action against the Company or any of its officers or directors; provided, thathowever, in that for avoidance of doubt, the case foregoing shall not prevent any member of the FrontFour Group from (A) bringing litigation to enforce the provisions of this Agreement or (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against such member of the FrontFour Group; and provided, further, that the foregoing shall also not prevent the members of the FrontFour Group from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted by this clause (x); (xi) take any action that could reasonably be expected to force the Company to make a public disclosure with respect to any of the foregoing; or (xii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 3(a) shall not be deemed to prohibit the FrontFour Group or its directors, officers, employees, agents or representatives (acting in such capacity) from communicating privately with the Company’s directors, executive officers or advisors regarding matters that would otherwise be prohibited by this Section 3(a) so long as such communications are not intended to, and could not reasonably be expected to, require any public disclosure of such communications. (b) Each member of the FrontFour Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any FrontFour Affiliate, to be present for quorum purposes and to be voted, at the Company’s annual and special stockholder meetings during the Covered Period (and any actions by written consent of the stockholders in lieu of a meeting) and at any adjournments or postponements thereof, and further agrees that, at each such stockholder meeting or action by written consent of the stockholders during the Covered Period, they shall vote in favor of (i) any and all directors nominated by the Board for election at such meetings and (Cii) abovein accordance with the Board’s recommendation with respect to any proposals that may be the subject of stockholder action at such meetings or pursuant to such written consent; provided, the PW Group Shareholders orhowever, in connection with any such meeting or action by written consent, in the event that one both Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposals (other than the election or more removal of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) todirectors), the ▇▇ ▇▇▇▇ FrontFour Group Shareholders, or the ▇▇ ▇▇▇▇ Group ShareholdersFrontFour Affiliates, as applicable, shall have given be permitted to vote in accordance with the ISS and Glass Lewis recommendation; and provided, further, that with respect to a proposal related to an Extraordinary Transaction, the FrontFour Group and the FrontFour Affiliates may vote their shares of Common Stock beneficially owned, directly or indirectly, in the discretion of the FrontFour Group or the FrontFour Affiliate, as applicable. (c) Nothing in this Section 3 shall limit any actions that may be taken by the Director Designee acting solely as a director of the Company consistent with his or her fiduciary duties as a director of the Company (it being understood and agreed that the FrontFour Group and the FrontFour Affiliates shall not seek to do indirectly through the Director Designee anything that would be prohibited if done by the FrontFour Group or the FrontFour Affiliates). (d) The FrontFour Group shall give written notice to the Company of its election to act as a potential bidder for the Company within 10 days one (1) business day of the Board’s decision FrontFour Group ceasing to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders orbeneficially own, in the event that one or more aggregate, at least 2% of the Nominees outstanding shares of Common Stock (without giving effect to any share issuances or their Replacements are employees of, or Disclosing Nominees to, similar Company actions that increase the ▇▇ ▇▇▇▇ Group Shareholders, number of outstanding shares of Common Stock after the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Companydate hereof);.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that The AREX Parties agree that, from the date hereof until the termination of this Agreement in accordance with Section 5 until the Termination Date (the “Covered Standstill Period”), except as expressly set forth in this Agreementthe AREX Parties shall not, neither it nor any and shall cause each of its their respective Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, and it will cause each of its as amended (the “Exchange Act”)) (such Affiliates and Associates collectively, the “AREX Affiliates”, and each an “AREX Affiliate”) and each of the AREX Affiliates’ respective directors, officers, managers and employees not to, and will direct its and their respective consultants, agents, representatives, attorneys and advisors (to the extent acting on its or their behalf) not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person or entity with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities Securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group or entities that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their are not AREX Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities Securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities Securities of the Company in any voting trust or similar arrangement, or subject any securities Securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (iii) purchase or otherwise acquire, offer or offer, seek, propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group ownership (including any Section 13(dbeneficial ownership) Group), through swap or hedging transactions or otherwiseof the Securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of the Company shares of Common Stock, or any rights decoupled from the underlying securities assets or liabilities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and AREX Parties owning, controlling or otherwise having any beneficial ownership or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.499.99% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time; provided provided, however, that nothing herein will require any shares of Common Stock to be sold to the extent such persons, collectively with their Affiliates and Associates, that the AREX Parties exceed the ownership limit applicable to such persons under this paragraph solely Section 2(a)(iii) as the result of a share repurchase or similar other Company action that reduces the number of outstanding shares of Common Stock; (iv) other than through open market or block trade brokered sale transactions where the identity of the purchaser is unknown to the AREX Parties sell, offer or agree to sell, sell directly or indirectly, through swap or hedging transactions or otherwise, the securities Securities of the Company or any rights decoupled from the underlying securities Securities of the Company held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders AREX Parties or any of their Affiliates AREX Affiliate to any person or entity not a (A) Party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) AREX Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 104.99% in the aggregate of the shares of Common Stock outstanding at such time, except (X) for Schedule 13G filers that are mutual funds, pension funds, index funds or investment fund managers with no known history of activism or known plans to engage in activism or (BY) any in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, division, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or assets (each, an “Extraordinary Transaction”), ) or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders the AREX Parties or an AREX Affiliate or an Associate thereof of any securities Securities of the Company into any tender or exchange offeroffer not initiated in breach of any standstill agreement to which the Company is a party; (vi) except for settling any such transaction in existence as of April 15, 2020, engage in any transaction that would result in a “net short” position by effecting any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or vote by other similar right (including, without limitation, any PW Group Shareholders put or ▇▇ ▇▇▇▇ Group Shareholders call option or an Affiliate or Associate thereof of any securities of the Company “swap” transaction) with respect to any Extraordinary Transactionsecurity (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Securities of the Company and the value from such a decline exceeds the aggregate value of the Securities of the Company beneficially owned by the AREX Parties; (vii) (A) call or seek to call any meeting of stockholders, including by written consent, (B) prohibit seek representation on, or nominate any PW Group Shareholders candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or Affiliate seek to act by written consent, (E) conduct a referendum of stockholders, (F) institute any litigation against the Company, its directors or Associate thereof from offering its officers, except for initiating any legal proceeding solely to purchase securities remedy a breach of or assets to enforce this Agreement or making counterclaims with respect to any legal proceeding initiated by or on behalf of the Company if against the sale of such securities or assets is initiated by the Company through an open bidding processAREX Parties, or (CG) prohibit make a request for any PW Group Shareholders stockholder list or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering other Company books and records, whether pursuant to purchase the securities Section 220 of the Delaware General Corporation Law or otherwise; (viii) take any action in support of or make any proposal or request (in each case, other than non-public communications with the Company that are not intended to, and would not reasonably be expected to, require any public disclosure of such communications) 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 or unfilled newly-created directorships; (B) any material change in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Partycapitalization, stock repurchase programs and practices or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock dividend policy of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, any other material change in the event Company’s management, business or corporate structure, including, without limitation, its capital allocation, business operations or strategies or its management or other personnel; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or the Bylaws, or other actions that one may impede or more facilitate the acquisition of control of the Nominees Company by any person or their Replacements are officers, directors or employees ofentity; (E) causing a class of Securities of the Company to be delisted from, or Disclosing Nominees 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; (ix) Except for (A) the Schedule 13D Amendment (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);,

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ ValueAct Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from that, during the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”, (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the ValueAct Designee), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) (collectively and individually, the “ValueAct Affiliates,” provided that no portfolio company of the ValueAct Group shall be deemed a “ValueAct Affiliate” so long as such portfolio company (A) has not discussed any of the actions set forth in this subsection (a) with the ValueAct Group or the ValueAct Designee, (B) has not received from the ValueAct Group or the ValueAct Designee information concerning the Company or its business, and it will cause each (C) is not acting at the request of, in coordination with or on behalf of its Affiliates and Associates the ValueAct Group or the ValueAct Designee), not to, directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not ValueAct Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW ValueAct Group Shareholders (together with their Affiliates and Associates and the ValueAct Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4912% in the aggregate of the shares of Common Stock outstanding at such time; provided that provided, that, nothing herein will require Common Stock to be sold to the extent such personsthe ValueAct Group and the ValueAct Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action actions that reduces the number of outstanding shares of Common Stock; (iv) sell, offer or agree to sell, 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 PW Group/▇▇ ▇▇▇▇ ValueAct Group Shareholders or any of their Affiliates ValueAct Affiliate to any person or entity not a (A) party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) ValueAct Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined below) Party”), that would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 104.9% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any except in a transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW the ValueAct Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ValueAct Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW the ValueAct Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ValueAct Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including, without limitation, any put or call option or “swap” transaction) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (vii) (A) call or seek to call any meeting of stockholders, including by written consent, (B) prohibit seek representation, on or nominate any PW Group Shareholders candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or Affiliate seek to act by written consent, (E) conduct a referendum of stockholders, or Associate thereof from offering (F) make a request for any stockholder list or other Company books and records, whether pursuant to purchase securities Section 220 of the DGCL or assets otherwise; (viii) take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company if the sale by any person; (E) causing a class of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event 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 enters to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (ix) disparage or cause to be disparaged the Company or Affiliates thereof, any of its current or former officers, or directors; (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 this Agreement that is inconsistent with the provisions of this Agreement; (xi) enter into negotiations any substantive discussions, negotiations, agreements, or understandings with a any Third Party regarding a proposal 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; or (xii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit the ValueAct Group or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications. (b) Each member of the ValueAct Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it, or by any ValueAct Affiliate, to be acquired present for quorum purposes and to be voted, at the Company’s annual and special stockholder meetings and at any adjournments or postponements thereof, and further agrees that at the 2015 annual stockholder meeting they shall vote in favor of (i) all directors nominated by the Board for election at such Third Party, or a Third Party commences a hostile tender offer meeting and (ii) in accordance with the Board’s recommendation with respect to acquire all or substantially any proposals for the election of directors that may be the subject of stockholder action at such meeting. (c) The ValueAct Group acknowledges that the ValueAct Designee shall have all of the Common Stock of the Company; providedrights and obligations, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice including fiduciary duties to the Company and its stockholders, of its election to act a director under applicable law and the Company’s organizational documents while the ValueAct Designee is serving on the Board. Notwithstanding the foregoing, nothing in this Section 2 shall limit any actions that may be taken by the ValueAct Designee acting solely as a potential bidder for director of the Company within 10 days consistent with his fiduciary duties as a director of the Board’s decision Company (it being understood and agreed that the ValueAct Group and the ValueAct Affiliates shall not seek to initiate do indirectly through the sale process or negotiate ValueAct Designee anything that would be prohibited if done by the Third Party acquisition proposal ValueAct Group or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the CompanyValueAct Affiliates);.

Standstill. (a) Each member of the PW Group/▇▇ ▇▇▇▇ Altaris Group Shareholders solely on behalf agrees that, during the Covered Period, it shall not, and shall cause each of itself and its respective Affiliates and or Associates hereby severally and not jointly agrees that from (as such terms are defined in Rule 12b-2 promulgated by the date hereof until SEC under the termination Securities Exchange Act of this Agreement in accordance with Section 5 1934, as amended (the “Covered PeriodExchange Act”)) under the control of a member of the Altaris Group (collectively and individually, the “Altaris Group Affiliates”) not to (except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to), directly or indirectly indirectly, in any manner, 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) or consents to vote, or seek to advise, encourage or influence any person person, other than any Altaris Group Affiliates, with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meetingstockholder meeting or voting its shares at any such meeting in its sole discretion (subject to compliance with this Agreement)) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise), other than as permitted hereby; (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) who are not Altaris Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 arrangementarrangement (including lending any securities of the Company to any person for the purpose of allowing such person to vote such securities in connection with any stockholder vote of the Company), or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except other than as expressly set forth in this Agreementpermitted hereby; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Altaris Group Shareholders (together with their Affiliates and Associates and the Altaris Group Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4910% 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 such personsthe Altaris Group and the Altaris Group Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action actions that reduces the number of outstanding shares of Common Stock, as long as the beneficial or other ownership interest of the Altaris Group does not increase thereafter (except solely as a result of corporate actions taken by the Company); (iv) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude restrict the tender by the Altaris Group or any PW of its members or any Altaris Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, offer or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit the Altaris Group or any PW of its members or any Altaris Group Shareholders Affiliate from privately (in a manner not reasonably expected to result in any public disclosure) advocating for such actions with the Board or ▇▇ ▇▇▇▇ prohibit the Altaris Group Shareholders or any of its members or any Altaris Group Affiliate from privately (in a manner not reasonably expected to result in any public disclosure) engaging in discussions with any of their respective advisors and consultants regarding an Extraordinary Transaction or Associate thereof from offering to purchase securities participating in such transaction or assets of the Company if the sale of such securities or assets is initiated any other actions approved by the Company through an open bidding processBoard, or (C) prohibit restrict the receipt of any PW consideration by the Altaris Group Shareholders or ▇▇ ▇▇▇▇ an Altaris Group Shareholders Affiliate on the same basis as other stockholders of the Company in connection with an Extraordinary Transaction; (v) engage in any short sale or Affiliate any purchase, sale or Associate thereof from offering grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including any hedging, put or call option or “swap” transaction) with respect to purchase the any securities of the Company (other than a broad-based market basket or index); (vi) (A) seek representation on or nominate any candidate to, the Board, except as set forth herein, (B) seek or encourage the removal of any member of the Board, (C) conduct a referendum of stockholders, or (D) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (vii) take any action in support of or make any proposal or request that constitutes: (A) controlling, changing or influencing the Board, management or policies of the Company, including any plans or proposals to change the number or term of directors or the removal of any directors, or to fill any vacancies on the Board, except as set forth herein; (B) any material change in the event capitalization, stock repurchase programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company enters into negotiations waive or make amendments or modifications to the Company’s restated certificate of incorporation, as amended, or the Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person; (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) make any public disclosure, announcement or statement regarding any intent, purpose, arrangement, plan or proposal with a Third Party regarding a respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (ix) (A) commence, encourage or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors, or (B) take any action challenging the validity or enforceability of any of the provisions of this Section 2(a) or publicly disclose, or cause or facilitate the public disclosure (including the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purposes, plan or proposal to be acquired by take any action challenging the validity or enforceability of any provisions of this Section 2(a), in any such Third Partycase other than (w) litigation to enforce the provisions of this Agreement, (x) counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against the Altaris Group or any of its members or any Altaris Group Affiliate, (y) the exercise of statutory appraisal, dissenters or similar rights under the Delaware General Corporation Law, and (z) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement; (x) take any action which could cause or require the Company or any Affiliate of the Company to make a Third Party commences public announcement regarding any of the foregoing (other than as permitted under subclauses (w), (x), (y) or (z) of clause (ix) above), or publicly seek or request permission to do any of the foregoing; (xi) request, directly or indirectly, that the Company or the Board or any of their respective representatives amend or waive any provision of this Section 2(a), other than through non-public communications with the Company that would not reasonably be expected to trigger public disclosure obligations for any party; or (xii) 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 cause 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. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit (i) the Altaris Group and their representatives from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (ii) the New Director from taking any actions that may be taken solely in his capacity as a hostile member of the Board in accordance with his fiduciary duties to all stockholders of the Company so long as such actions are consistent with the Altaris Group’s and the New Director’s obligations and representations under the other sections of this Agreement; or (iii) the Altaris Group or any Altaris Group Affiliate from making any factual statement as required by applicable legal process, subpoena, or legal requirement from any governmental authority with competent jurisdiction over the party from whom information is sought (so long as such request did not arise as a result of discretionary acts by the Altaris Group or any Altaris Group Affiliate). Notwithstanding anything to the contrary in this Agreement, if the Board (or any committee thereof) determines to initiate any process to consider an Extraordinary Transaction (including the engagement of an investment banker) that would involve a sale of 50% or more of the Company’s equity securities or assets (which transaction may be structured as a sale of assets, sale of equity interests, merger, consolidation, tender offer or other business combination), the Company will ensure that all members of the Board are promptly notified of any such determination. Notwithstanding anything to acquire all the contrary in this Agreement, the Covered Period shall terminate automatically (and the provisions applicable during the Covered Period shall no longer be applicable) upon (a) any person (other than one or substantially all more members of the Altaris Group or Altaris Group Affiliates) becoming the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) or constructive economic owner (through swaps, options, similar securities or contracts or otherwise), directly or indirectly, of more than 50% of the Company’s then outstanding Common Stock, (b) announcement of a tender or exchange offer by any third party (other than one or more members of the Altaris Group or Altaris Group Affiliates) for Common Stock of the Company that, if consummated, would make such person the beneficial owner (as defined in Section 13(d)(1) of the Exchange Act) of 50% or more of the Common Stock of the Company; provided, thator any rights or options to acquire such ownership, in including from a third party, but only if the case Board does not publicly recommend against such tender or exchange offer within ten business days of such announcement, or (Bc) and (C) above, the PW Group Shareholders or, in the event that Company entering into one or more of definitive agreements involving the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that by one or more third parties (other than one or more members of the Nominees Altaris Group or their Replacements are employees of, Altaris Group Affiliates) of more than 50% of the outstanding Common Stock of the Company or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs more than 50% of the Company);’s consolidated total assets. (b) For purposes of this Agreement:

Standstill. (a) Each of Purchaser agrees that, during the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from Standstill Period (unless specifically requested in writing by the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Company), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates willsuch Purchaser shall not, and it will shall cause each of its Affiliates and Associates (collectively and individually, the “Purchaser Affiliates,”) not to, directly or indirectly indirectly, in any manner, 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)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board of Directors or to approve shareholder proposalsstockholder proposals that have not been authorized and approved, or recommended for approval, by the Board of Directors, 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) (for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board of the Directors at any shareholder stockholder meeting) , or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not such Purchaser’s Purchaser Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in permitted by this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders such Purchaser (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) such Purchaser’s Purchaser Affiliates), having beneficial ownership, as determined Beneficial Ownership in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4912.5% in the aggregate of the shares of the Company Common Stock outstanding at such time, and (B) with respect to excluding any issuance by the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 Company of the Exchange Act, over more than 17.49% in the aggregate of the shares of Company Common Stock outstanding at such timeor options, warrants or other rights to acquire Common Stock (or the exercise thereof) to any SLG Affiliated Director as compensation for their membership on the Board of Directors; provided that nothing herein will require any Notes, shares of Company Common Stock or other securities to be sold to the extent such personsPurchaser and such Purchaser’s Purchaser Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar any other Company action actions that reduces the number of outstanding shares of Company Common Stock. For the avoidance of doubt, this Section 4.03(a)(iii) shall not restrict conversion of the Notes and shall not be violated by any conversion rate adjustment. For purposes of this Section 4.03(a)(iii), no securities Beneficially Owned by a portfolio company of such Purchaser or its Affiliates will be deemed to be Beneficially Owned by such Purchaser or any of its Affiliates only so long as (x) such portfolio company is not an Affiliate of such Purchaser for purposes of this Section 4.03 under the definition of “Affiliate” in this Agreement, (y) neither such Purchaser and nor any of its Purchaser Affiliates has encouraged, instructed, directed, assisted or advised such portfolio company with respect to the acquisition, voting or disposition of securities of the Company by the portfolio company and (z) neither such Purchaser or any of its Affiliates is a member of a group (as such term is defined in Section 13(l)(3) of the Exchange Act) with that portfolio company with respect to any securities of the Company; (iv) sell, offer or agree to selltransfer, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Notes or Company Common Stock Beneficially Owned by such Purchaser or its Affiliates or any economic or voting rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders such Purchaser or any of their its Affiliates to any Third Party (as defined below) that that, to the knowledge of such Purchaser at the time it enters into such transaction, 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 more than 5% Beneficial Ownership in the aggregate of more than 12.5% of the shares of Company Common Stock outstanding at such time; provided, howeverthat (x) such Purchaser or its Affiliates, as applicable, shall provide written notice to the Company if it has actual knowledge at the time of such transaction that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to such transfer, directly or indirectly, through swap or hedging transactions or otherwise, of its ownership of Notes or Company Common Stock or to any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders would result in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% having Beneficial Ownership in the aggregate of more than 9.9% of the shares of Company Common Stock outstanding at such timetime and (y) nothing in this clause (iv) shall in any way prohibit, limit or restrict any transfer (A) pursuant to a Permitted Loan or any foreclosure thereunder, (B) pursuant to a Third Party Tender/Exchange Offer or pursuant to a merger, consolidation or similar transaction entered into by the Company, (C) in a bona fide underwritten public offering (or an equivalent transaction under Rule 144A), in a block sale to one or more broker-dealers in connection with a transaction pursuant to Rule 144A or in a broker transaction pursuant to Rule 144 (provided that, in relation to any such Rule 144A offering or Rule 144 transaction, such Purchaser has not instructed or encouraged such initial purchaser, broker or broker dealer as applicable, to sell such Notes or Company Common Stock to a specific Third Party or class of Third Parties which would result in a violation of this clause (iv)), or (BD) any in a derivatives transaction approved by written consent entered into with, or purchased from, a bank, broker-dealer or other recognized derivatives dealer that is not a hedge fund or activist investor, or to the knowledge of such Purchaser, an Affiliate of a majority of the Board, excluding the Nominees and their Replacementshedge fund or activist investor; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, scheme of arrangement, business combination, recapitalization, reorganization, sale or acquisition of material all or substantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries Subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders such Purchaser or ▇▇ ▇▇▇▇ Group Shareholders or an its Purchaser Affiliate or an Associate thereof of any securities of the Company into any tender Third Party Tender/Exchange Offer (and any related conversion of Notes to the extent required to effect such tender) or exchange offer, or the vote by any PW Group Shareholders such Purchaser or ▇▇ ▇▇▇▇ Group Shareholders or an its Purchaser Affiliate or Associate thereof of any voting securities of the Company with respect to any Extraordinary Transaction; (vi) (A) call or seek to call any meeting of stockholders of the Company, including by written consent, (B) prohibit seek representation on the Board of Directors, except as expressly set forth herein, (C) seek the removal of any PW Group Shareholders member of the Board of Directors (other than an SLG Affiliated Director in accordance with Section 4.07), (D) solicit consents from stockholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or Affiliate or Associate thereof from offering seek to purchase securities or assets act by written consent with respect to the Company, (E) conduct a referendum of stockholders of the Company if or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the sale DGCL or otherwise; (vii) take any action in support of such securities or assets is initiated by make any proposal or request that constitutes: (A) controlling or changing the Company through an open bidding processBoard of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors, (B) any material change in the capitalization or dividend policy of the Company, (C) prohibit any PW Group Shareholders other material change in the Company’s management, business or ▇▇ ▇▇▇▇ Group Shareholders corporate structure, (D) seeking to have the Company waive or Affiliate make amendments or Associate thereof from offering modifications to purchase the Company’s certificate of incorporation or bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) make statements reasonably expected to disparage or cause to be disparaged the Company or its Subsidiaries or any of its current or former officers or directors in a manner reasonably expected to cause harm to such person and using a means of communication that is reasonably expected to be and results in a broad dissemination of such remarks (provided such Purchaser or its applicable Affiliates shall have an opportunity to publicly cure any such statement within two (2) Business Days after being informed by the event Company that such Purchaser or its Affiliates have breached this clause (viii)); (ix) make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board of Directors, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (x) 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 (xi) request, directly or indirectly, any amendment, modification or waiver of this Section 4.03 (including this clause (xi)), other than a confidential request made to the Company that would not reasonably be expected to require any public disclosure. (b) The foregoing provisions of Section 4.03(a) shall not be deemed to prohibit a Purchaser or any of its Purchaser Affiliates or their respective directors, executive officers, partners, employees or managing members or agents (acting in such capacity) from communicating privately with the Company’s directors, officers or advisors so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; provided that no such person may request, directly or indirectly, any amendment, modification or waiver of this Section 4.03 (including Section 4.03(a)(xi) and this Section 4.03(b)). (c) Nothing in this Section 4.03 shall limit any actions that may be taken by any SLG Affiliated Director acting solely as a director of the Company consistent with his fiduciary duties as a director of the Company. (d) Notwithstanding anything in this Section 4.03 to the contrary, if (i) the Company enters into negotiations a definitive agreement providing for a transaction that, if consummated, would result in a Change in Control and (ii) the Company had not, reasonably prior to entering into such definitive agreement, provided the Purchasers with a Third Party regarding written notice inviting the Purchaser Affiliates to make one or more proposals or offers to effect a proposal transaction that would result in Change in Control, then after the announcement of such transaction and prior to be acquired by the earlier of any termination of such Third Partydefinitive agreement or Company stockholder approval of such definitive agreement, nothing in this Section 4.03 will prevent the Purchaser Affiliates (A) from submitting to the Board of Directors one or a Third Party commences a hostile tender offer to acquire all more bona fide proposals or substantially all of the Common Stock of the Company; providedoffers for an alternative transaction involving, thatdirectly or indirectly, in the case of one or more Purchaser Affiliates, (B) pursuing and entering into any such alternative transaction with the Company and (C) abovetaking any actions in furtherance of the foregoing, including actions relating to obtaining equity and/or debt financing for the alternative transaction as long as (x) any proposal or offer is conditioned on the proposed transaction being approved by the Board of Directors and (y) the Purchaser Affiliates do not make any public announcement or disclosure of such proposal, offer or actions other than any filings and disclosures that may be required in filings with the SEC. (e) For purposes of this Section 4.03 only and notwithstanding anything herein to the contrary, in calculating any Purchaser’s or any Third Party’s Beneficial Ownership of shares of the Company Common Stock, the PW Group Shareholders or, in the event that one or more number of shares of Company Common Stock issuable upon conversion of the Nominees or their Replacements are officersNotes Beneficially Owned by each Purchaser and its Affiliates as of any date shall be, directors or employees offor each $1,000 principal amount of the Notes, or Disclosing Nominees the sum of the Daily Share Amount (after giving effect to the applicable Cash Percentage then in effect) for the applicable Observation Period as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice and calculated pursuant to the Company of its election to act Indenture as if such Note was being converted on such date (and assuming all such Notes would be converted by a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Companysingle holder);.

Standstill. (a) Each Mill Road agrees that, during the Standstill Period (as defined below), (unless specifically requested in writing by the Company, acting through a resolution of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and Board not jointly agrees that from including the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”Designee), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) that is controlled by or under common control with Mill Road (collectively (with Mill Road) and individually, the “Mill Road Affiliates”, which for avoidance of doubt shall be deemed to include the general partner of Mill Road, any management company that controls Mill Road, any members of the board of directors, managing directors, general partners, managers or managing members (or substantial equivalent) of any such general partner or management company, and it will cause each of its Affiliates and Associates any Affiliate or Associate that is controlled by or under common control with such general partner or management company), not to, directly or indirectly indirectly, in any manner, alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies “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) or consents to vote, vote or seek to knowingly advise, encourage or seek to influence any person (other than Mill Road Affiliates) with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) stockholder meeting or voting its shares at any such meeting in its sole discretion (subject to compliance with this Agreement), or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);otherwise); (ii) form, join, encourage, influence, advise or in any way knowingly participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their who are not Mill Road Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities of the Company Company, or knowingly advise, encourage or seek to influence any such “group” in a manner inconsistent with any recommendation of the Board with respect thereto 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 thereofthereof (including by granting any proxy, consent or other authority to vote (other than proxies solicited by the Board) but excluding any customary brokerage account, margin account, prime brokerage account or the like), except as expressly set forth in this Agreement;Agreement; (iii) except with the prior written consent of the Chair of the Board of Directors of the Company, knowingly acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group)group, through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders Mill Road (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(dthe Mill Road Affiliates) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5excess of 17.0% in the aggregate of the shares of Common Stock outstanding at such time; time; provided, howeverthat, nothing herein will require Common Stock to be sold to the extent that the foregoing restriction shall not apply to Mill Road Affiliates, collectively, exceed the ownership limit under this clause (Aiii) any transaction with a Third Party who already has a Schedule 13G on file with as the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control share repurchase or otherwise have beneficial ownership in more than 10% other reduction in the aggregate number of the outstanding shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements;Stock; (viv) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or knowingly participate in, in (or in any way knowingly assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, ) any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or a material amount of any of their respective assets or businesses (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; Transaction”); provided, however, that this clause (iv) shall not (A) preclude the tender (or action not to tender) by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof the Mill Road Affiliates of any securities of the Company into any tender or exchange offer, offer or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof the Mill Road Affiliates of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit Transaction or any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase other participation in any Extraordinary Transaction by the Mill Road Affiliates as holders of securities or assets of the Company if on substantially the same terms as other similarly situated holders of securities of the Company; (v) engage in any short sale or any purchase, sale or grant of such securities or assets is initiated by the Company through an open bidding processany option, warrant, convertible security, stock appreciation right, or other similar right (Cincluding any put or call option or “swap” transaction) prohibit with respect to any PW Group Shareholders security (other than a broad-based market basket or ▇▇ ▇▇▇▇ Group Shareholders index) that Mill Road knows to derive any significant part of its value from a decline in the market price or Affiliate or Associate thereof from offering to purchase value of the securities of the Company in Company; (vi) call or request the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all calling of the Common Stock any meeting of stockholders of the Company; provided, thatincluding by written consent, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees ofseek representation on, or Disclosing Nominees (as defined below) nominate any candidate to, the ▇▇ ▇▇▇▇ Group ShareholdersBoard, except as set forth herein, seek the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company removal of its election to act as a potential bidder for the Company within 10 days any member of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement , solicit consents from stockholders of the commencement Company or otherwise take corporate action by written consent of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more stockholders of the Nominees Company in a manner inconsistent with the recommendation of the Board, conduct a referendum of stockholders of the Company, present at any annual meeting or their Replacements are employees of, or Disclosing Nominees to, any special meeting of the ▇▇ ▇▇▇▇ Group Shareholders, Company’s stockholders (provided that at any such meeting the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right Designee may respond to participate questions directed to Designee in his capacity as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs director of the Company);, or make a request for any stockholder list of the Company; (vii) take any material action in support of or make any proposal or request that constitutes: 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; any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company; any other material change in the Company’s management, business or corporate structure; seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or its by-laws, or other actions, that would reasonably be expected to impede or facilitate the acquisition of control of the Company by any person; 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 causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) 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 this Agreement that is inconsistent with the provisions of this Agreement; (ix) knowingly enter into any discussions, negotiations, agreements or understandings with any third party to take any action with respect to any action prohibited by this Section 2(a), or advise, assist, knowingly encourage or seek to persuade any third party to take any action or make any public statement with respect to any action prohibited by this Section 2(a), or otherwise take or cause any action or make any public statement inconsistent with this Section 2(a); or (x) request, directly or indirectly, any amendment or waiver of the foregoing. Neither the foregoing provisions of this Section 2(a) nor any organizational document or agreement of the Company or Company Policy shall be deemed to prohibit the Mill Road Affiliates or the directors, officers, partners, employees, members, managers, agents or other representatives (acting in such capacity) (“Representatives”) of the Mill Road Affiliates from communicating privately with, or from privately requesting a waiver of any of the foregoing provisions of this Section 2(a) from, the Company’s Representatives so long as such communications or requests would not reasonably be expected to require any public disclosure of such communications or requests. For avoidance of doubt, this Section 2(a) shall not restrict the ability of the Designee, in his capacity as a director of the Company, to propose in any meeting of the Board or any committee thereof, or in any private communication with Representatives of the Company, that the Company take or refrain from taking any course of action contemplated by this Section 2(a). (b) For purposes of this Agreement the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Standstill. Each of the members of the Air T Group agrees that, during the Air T Standstill Period, and each of the members of the Biglari Group agrees that, during the Biglari Standstill Period, he or it will not, and he or it will cause each of such person’s Affiliates or agents or other persons acting on his or its behalf not to, and will use commercially reasonable efforts to cause his or its respective Associates not to: (a) Each submit, or otherwise induce or encourage any other person to submit, any shareholder proposal (pursuant to Rule 14a-8 promulgated by the SEC under the Exchange Act or otherwise) or any notice of nomination or other business for consideration, and will not nominate any candidate for election to the Board or oppose the directors nominated by the Board; (b) form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the PW Group/▇▇ ▇▇▇▇ Exchange Act with respect to the Common Stock or deposit any shares of Common Stock in a voting trust or similar arrangement or subject any shares of Common Stock to any voting agreement or pooling arrangement, other than (i) with respect to the members of the Air T Group, solely with other members of the Air T Group Shareholders and/or one or more Affiliates of a member of the Air T Group, (ii) with respect to the members of the Biglari Group, solely on behalf with other members of itself the Biglari Group and/or one or more Affiliates of a member of the Biglari Group or (iii) to the extent such a group may be deemed to result between the members of the Air T Group and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor Company or any of its Affiliates or Associates will, between the members of the Biglari Group and it will cause each the Company or any of its Affiliates and Associates not toAffiliates, directly or indirectly in any mannereach case, alone or in concert with others:as a result of this Agreement; (ic) solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to Common Stock, or make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in any “proxy” within the proxy rules meaning of Rule 14a-1 promulgated by the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of under the Exchange Act) or consents Act to vote, or seek to advise, encourage or influence any person with respect to the voting voting, any shares of Common Stock with respect to any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposalsmatter, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board (including Swenson, Berning, Biglari and ▇▇▇▇▇▇) at any shareholder meeting) or make or be the proponent 2016 Annual Meeting of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise)Shareholders; (iid) formseek, join, encourage, influence, advise or in any way participate in any “group” (capacity other than as such term is defined in Section 13(d)(3) a member of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a acting majority of the Board, excluding to call, or to request the Nominees and their Replacementscall 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 or encourage any other person to initiate such proposal or request) or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company; (ve) in any capacity other than as a member of the acting majority of the Board, effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate inin (i) any acquisition of any material assets or businesses of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, consolidationacquisition or other business combination involving the Company or any of its subsidiaries, acquisition, scheme, arrangement, business combination, or (iii) any recapitalization, reorganization, sale or acquisition of material assetsrestructuring, liquidation, dissolution or other extraordinary transaction involving with respect to the Company or any of its subsidiaries subsidiaries; (f) publicly disclose, or joint ventures 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 their respective the media or securities (eachanalyst) of any intent, an “Extraordinary Transaction”)purpose, plan or proposal to obtain any waiver, or make consent under, or any public statement with respect to an Extraordinary Transaction; providedamendment of, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender provisions of Section 4(c) or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);this

Standstill. (a) Each The Holder agrees that until the earlier of (i) the date on which the Holder purchases all of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from Purchase Right Shares or (ii) the date hereof until the termination of this Agreement in accordance with Section 5 Expiration Time (the “Covered Standstill Period”), except as expressly set forth in this Agreementthe Holder will not, neither it nor any of and will not direct its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly in any manner, alone or in concert with others: (i) make, engage inacquire, or offer, propose or agree to acquire, (A) any voting securities issued by the Corporation, (B) any rights or options to acquire, or securities convertible into or exchangeable or exercisable for, any such securities or (C) any contracts or instruments 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 related to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act) or consents to voteacquisition, or seek to adviseprice, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectivelywhether beneficially, “securities of the Company”) for the election of individuals to the Board constructively or to approve shareholder proposals, synthetically through any derivative 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act trading position or otherwise); (ii) participate in any solicitation of proxies, or seek to advise or influence the vote of any person, regarding any voting securities of the Corporation, or call or seek to call a meeting of the Corporation’s stockholders or of any unitholders of the Corporation or its subsidiaries, or initiate any proposal for action by the Corporation’s stockholders or by unitholders of the Corporation, or seek election to or to place a representative on the Corporation’s Board or seek the removal of any of the directors on the Corporation’s Board; (iii) make any public announcement of, or engage, or offer, propose or agree to engage, in any extraordinary transaction involving the Corporation or its voting securities; (iv) form, join, encourage, influence, advise join or in any way participate in any a “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act for purposes of this Agreement1934, any such group, a “Section 13(d) Group”as amended) with any unaffiliated persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any voting securities of the Company Corporation or otherwise in connection with any manner agreeof the actions prohibited by this ‎Section 6.03(a); (v) advise, attemptassist, encourage, finance or invest in, or (except to the extent solely among the Corporation and its Affiliates) enter into any discussions, negotiations, or understandings with, any person in connection with any of the matters described in this ‎Section 6.03(a); (vi) disclose any plan, intention or proposal to do any of the matters described in this ‎Section 6.03(a); (vii) seek or propose to deposit control or influence the Corporation’s management, Board or policies; (viii) make any securities communications with the Corporation that reasonably could be expected to require the Corporation to make any public announcement regarding the possibility of any 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 matters described in this ‎Section 6.03(a); or (ix) contest the validity or enforceability of this ‎Section 6.03(a). (b) Nothing in ‎Section 6.03(a) shall be deemed to prevent or restrict: (i) the Holder from exercising this Purchase Right to acquire Purchase Right Shares; (ii) the Holder (or its Affiliates) from exercising any of its rights under the Loan Agreement; (iii) acquire, offer the Holder or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, its Affiliates from acquiring any securities of the Company Corporation due to any stock combination, stock dividend or any rights decoupled from the underlying securities other similar recapitalization of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common StockCorporation; (iv) sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders Holder or any of their Affiliates to any Third Party (as defined below) 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 more than from purchasing up to 5% in of any non-voting securities, bank debt or loans issued by the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock Corporation or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their ReplacementsAffiliates; (v) effect the Holder’s Affiliates that operate businesses within the financial services industry from engaging, in the ordinary course of business, in brokerage, asset management, trust, underwriting, market making and other similar ordinary course financial services business activities involving securities of the Corporation, so long as those Affiliates comply with the other provisions of this Section 6.03; (vi) any actions of any Holder Party; provided that such Holder Party is not acting on the Holder’s behalf or seek to effect instruction or encouragement in contravention of any term of this Section 6.03; or (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving vii) the Company Holder or any of its subsidiaries or joint ventures or any of their respective securities (eachAffiliates from, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude at the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities invitation of the Company into Corporation, making any tender proposals to the Corporation’s Board or exchange offer, or vote by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof of any securities of disclosing the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale terms of such securities or assets is initiated permitted proposals as required by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);law.

Standstill. (a) Each The Biglari Group agrees that, during the Covered Period (as defined below), unless specifically requested in writing by the Company or a majority of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”)Board, except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates willshall not, and it will shall cause each of its Affiliates and Associates the members of the Biglari Group not to, directly or indirectly (including through its advisors, agents, representatives or third parties), in any manner, alone or in concert with others: (i) (A) (x) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are term is used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of promulgated under the Exchange Act) or consents to vote, or (y) seek to advise, knowingly encourage or knowingly influence any person with respect to the voting of of, or consents to vote, any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”) including for the election of individuals to the Board or shareholder proposals or any “withhold” campaign with respect to approve shareholder proposalsthe election of individuals to the Board or otherwise, or (B) 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting, (C) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise), or (D) grant a proxy with respect to its Common Stock to any person not a party to this Agreement, a director or officer of the Company, a member of the Biglari Group or a Biglari Representative (as defined below) (a “Third Party”); (ii) disclose publicly its voting or consent intentions or votes or consents as to matters submitted to a shareholder vote or action by written consent during the Covered Period, except to the extent legally required; (iii) (A) form, join, knowingly encourage, knowingly influence, advise advise, act in concert with or in participate in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all or some who are not members of the persons identified on the Biglari Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities of the Company or otherwise in any manner its securities or (B) agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting or consent to vote thereof, except as expressly set forth in this Agreement; (iiiiv) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) Groupof the Exchange Act), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Biglari Group Shareholders (together with their Affiliates and Associates and owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.4914.99% in the aggregate of the shares voting power of Common Stock outstanding the stock of the Company or 14.99% of an economic position in the Company at such timetime (such percentage, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership“Ownership Limit”); provided, as determined in accordance with Rule 13d-3 of the Exchange Acthowever, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time; provided that nothing herein will require Common Stock securities to be sold to the extent such personsthe members of the Biglari Group, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons Ownership Limit under this paragraph solely as the result of a share repurchase or similar by the Company action that reduces the number of outstanding shares of Common Stock; (ivv) except in a transaction approved by the Board or an open market broker sale transaction, sell, offer or agree to sell, directly or indirectly, through swap or hedging transactions or otherwise, the any securities of the Company or any rights decoupled from the underlying securities held by the PW Group/▇▇ ▇▇▇▇ Biglari Group Shareholders or any of their Affiliates to any Third Party (as defined below) that would knowingly result in such Third Party, together with its Affiliates and AssociatesAffiliates, owning, controlling or otherwise having any beneficial or other ownership interest in more than 5% in the aggregate of five percent (5%) or more of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (vvi) effect sell, transfer, assign or seek convey, directly or indirectly, any rights decoupled from the underlying securities held by any member of the Biglari Group to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person), offer ; (vii) make or propose to effect, cause or participate insubmit, or in any way knowingly assist or knowingly facilitate any other person to effect make or seeksubmit, to the Company any offer or propose to effect or participate in, proposal for any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, restructuring, liquidation, separation, spin-off, 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”), or make any public (or reasonably expected to become public) statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the Biglari Group or any member thereof from tendering shares, receiving payment for shares or otherwise participating in any Extraordinary Transaction on the same basis as other shareholders of the Company; (viii) 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 the Company’s securities; (ix) (A) preclude call or seek to call any meeting of shareholders, including by written consent, (B) seek representation on the tender by any PW Group Shareholders Board, except as set forth herein, (C) seek the removal or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof election of any member of the Board or management, other than in accordance with any recommendation of the Board, (D) solicit consents from shareholders or otherwise act or seek to act by written consent, other than in accordance with any recommendation of the Board, (E) conduct a referendum of shareholders, or (F) make a request for any shareholder list or other Company books and records, whether pursuant to the TBCA or otherwise; (x) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions); provided, however, that for the avoidance of doubt, the foregoing shall not prevent any of the members of the Biglari Group from (i) bringing litigation against the Company to enforce any provision of this Agreement, (ii) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against any of the members of the Biglari Group, (iii) exercising statutory appraisal rights or (iv) responding to or complying with validly issued legal process; (xi) make any public (or reasonably expected to become public) proposal or request with respect to: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals with respect to any change in the Board, including the number or term of directors or the filling of any vacancies on the Board other than as provided under Section 1 of this Agreement, (B) any change in the capitalization, dividend, share repurchase or capital allocation policies of the Company, (C) any change in the Company’s management, business or corporate structure, (D) any waiver, amendment or modification to the Amended and Restated Charter or Second Amended and Restated Bylaws, (E) causing a class of securities of the Company into any tender or exchange offerto be delisted from, or vote by to cease to be authorized to be quoted on, any PW Group Shareholders securities exchange or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or Associate thereof (F) causing a class of any equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (xii) make any public (or reasonably expected to become 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 this Agreement that is inconsistent with the provisions of this Agreement; (xiii) make any public (or reasonably expected to become public) disclosure, announcement or statement to take any of the foregoing actions or initiate or enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets 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; (xiv) initiate discussions with any current or former employee (with respect to former employees, limited to corporate officers or above whose employment ceased within one year prior to any such discussions) at the Company if other than the sale then-serving Chief Executive Officer, the Chief Financial Officer, the General Counsel or the Chair of the Board as set forth in the proviso set forth below regarding permitted private communications; (xv) enter into any negotiations, agreements, contracts, arrangements or understandings, whether oral or written, formal or informal, with any Third Party to take any action that any of the member of the Biglari Group is prohibited from taking pursuant to this Section 2(a), including assisting, directing or influencing any such Third Party to take any such action; or (xvi) request, directly or indirectly, any amendment or waiver of the foregoing; provided, that the foregoing restrictions in this Section 2(a) shall not be deemed to prohibit the Biglari Group from communicating privately with the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel and Chair of the Board, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such securities communications (including, for the avoidance of doubt, as a result of any filing, or assets is initiated any amendment of any filing, required to be made with the SEC arising from or related to such communication). (b) During the Covered Period, each member of the Biglari Group shall cause all shares of Common Stock beneficially owned, directly or indirectly, by it to be present for quorum purposes and to be voted, at the Company’s annual and special meetings of shareholders and at any adjournments or postponements thereof, or written consents entered into in lieu of such meetings, and vote in favor of all directors nominated by the Company through an open bidding processBoard for election at any such meeting or in any written consents entered into in lieu of any such meetings (including the Biglari Designee, or as applicable), and against any directors not nominated and recommended for election by the Board. (Cc) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering Nothing in this Agreement shall be deemed to purchase limit the securities exercise in good faith by the Biglari Designee of the Company such person’s fiduciary duties in the event the Company enters into negotiations with such person’s capacity as a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock director of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);.

Standstill. The Executive agrees that, for the 12-month period immediately following his Date of Termination and provided the Company timely makes the payments described in subparagraph 10(c), without the consent of the Company: (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that from the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”), except as expressly set forth in this Agreement, neither it nor any of its Affiliates or Associates willExecutive will not, and it will cause each of its Affiliates his affiliates and Associates his respective Representatives (as defined below) not to, for or on behalf of the Executive, singly or as part of a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), directly or indirectly indirectly: (i) in any mannermanner acquire or propose to acquire in excess of 5% of the voting securities of the Company or material assets of the Company or any rights to acquire in excess of 5% of such voting securities or any such material assets (other than upon the exercise of options or vesting of other awards granted by the Company on or prior to the Date of Termination), (ii) participate in any solicitation of proxies or become a participant in any election contest with respect to the Company or any of its subsidiaries, (iii) form, join or in any way participate in a group with respect to any voting securities of the Company or any of its subsidiaries, (iv) act in concert with any other entity with respect to any voting securities or otherwise act, alone or in concert with others: (i) make, engage into seek or offer to control or influence, or in any way participate inmanner, directly the management, Board 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) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities policies of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectivelyof its subsidiaries, “securities of the Company”) for the election of individuals to the Board or to approve shareholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) or make or be the proponent of any shareholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”) with any persons (other than a Section 13(d) Group that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) 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 this Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such persons, collectively with their Affiliates and Associates, exceed the ownership limit applicable to such persons under this paragraph solely as the result of a share repurchase or similar Company action 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 held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates to any Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 10% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable communicate 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, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition stockholders of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or with regard to any of their respective securities (each, an “Extraordinary Transaction”)the foregoing, or (vi) advise, assist or encourage any other person in connection with any of the foregoing; or (b) unless specifically invited in writing by the Company, the Executive will not, and will cause each of his Representatives not to make any public statement announcement with respect to an Extraordinary Transaction; provided(i) any form of merger, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an Affiliate or an Associate thereof of any securities of the Company into any tender or exchange offer, consolidation, business combination, recapitalization, liquidation, dissolution, change of control or vote by other similar transaction with respect to the Company or any PW Group Shareholders of its subsidiaries, (ii) any request to amend, waive or ▇▇ ▇▇▇▇ Group Shareholders terminate the provisions of this paragraph 10 or (iii) any proposal or other statement inconsistent with the terms of this paragraph 10. For purposes of this paragraph 10, the term “Representatives” includes the Executive’s agents, advisors or any other person or entity acting on behalf of the Executive in connection with any prohibited activity under subparagraph 10(a) (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any representatives of his advisors). (c) In consideration of the Executive’s agreement and compliance with the provisions of this paragraph 10, the Company shall pay to the Executive an Affiliate or Associate thereof amount equal to his annual Salary as in effect immediately prior to his Date of any securities Termination, which amount shall be paid in substantially equal installments over the one-year period immediately following the Date of Termination in accordance with the normal payroll practices of the Company with respect to any Extraordinary Transaction, (B) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase the securities of the Company in the event the Company enters into negotiations with a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of the Company; provided, that, in the case of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf of itself and its respective Affiliates and Associates hereby severally and not jointly agrees that i. The Roumell Parties agree that, from the date hereof until the termination of this Agreement in accordance with Section 5 until the Termination Date (the “Covered Standstill Period”), except as expressly set forth in this Agreementthe Roumell Parties shall not, neither it nor any and shall cause each of its their respective Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, and it will cause each of its as amended (the “Exchange Act”)) (such Affiliates and Associates collectively, the “Roumell Affiliates”, and each a “Roumell Affiliate”) and each of the Roumell Affiliates’ respective directors, officers, managers and employees not to, and will direct its and their respective consultants, agents, representatives, attorneys and advisors (to the extent acting on its or their behalf) not to, directly or indirectly indirectly, in any manner, alone or in concert with others: (i) a. 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) or consents to vote, or seek to advise, encourage or influence any person or entity with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities Securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder stockholder meeting) or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise); (ii) ; b. form, join, encourage, influence, advise or in any way participate in any “group” Group (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group or entities that includes all or some of the persons identified on the Group 13Ds (as defined below) as of the date hereof and their are not Roumell Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof) with respect to any securities Securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities Securities of the Company in any voting trust or similar arrangement, or subject any securities Securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly set forth in this Agreement; (iii) c. purchase or otherwise acquire, offer or offer, seek, propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group ownership (including any Section 13(dbeneficial ownership) Group), through swap or hedging transactions or otherwiseof the Securities of the Company, any direct or indirect rights or options to acquire any such securities, any derivative securities or contracts or instruments in any way related to the price of the Company shares of Common Stock, or any rights decoupled from the underlying securities assets or liabilities of the Company that would result in (A) with respect to the PW Group Shareholders (together with their Affiliates and Associates and Roumell Parties owning, controlling or otherwise having any beneficial ownership or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over more than 17.499.99% in the aggregate of the shares of Common Stock outstanding at such time, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% in the aggregate of the shares of Common Stock outstanding at such time; provided provided, however, that nothing herein will require any shares of Common Stock to be sold to the extent such persons, collectively with their Affiliates and Associates, that the Roumell Parties exceed the ownership limit applicable to such persons under this paragraph solely Section 2(a)(iii) as the result of a share repurchase or similar other Company action that reduces the number of outstanding shares of Common Stock; (iv) d. other than through open market or block trade brokered sale transactions where the identity of the purchaser is unknown to the Roumell Parties sell, offer or agree to sell, sell directly or indirectly, through swap or hedging transactions or otherwise, the securities Securities of the Company or any rights decoupled from the underlying securities Securities of the Company held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders Roumell Parties or any of their Affiliates Roumell Affiliate to any person or entity not a (A) Party to this Agreement, (B) member of the Board, (C) officer of the Company or (D) Roumell Affiliate (any person or entity not set forth in clauses (A)-(D) shall be referred to as a “Third Party (as defined below) 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 more than 5% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its ownership of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Party, together with its Affiliates and Associates, will not, after giving effect to such transaction, own, control or otherwise have beneficial ownership in more than 104.99% in the aggregate of the shares of Common Stock outstanding at such time, or (B) any except in a transaction approved by written consent the Board; provided, however, that this Section 2(a)(iv) shall not apply to any transfer of shares of Common Stock out of a majority of Separately Managed Account if such transfer is initiated by the Board, excluding the Nominees and their Replacementsclient or clients on whose behalf such Separately Managed Account is maintained; (v) e. effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person or entity to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, division, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or assets (each, an “Extraordinary Transaction”), ) or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not (A) preclude the tender by any PW Group Shareholders the Roumell Parties or ▇▇ ▇▇▇▇ Group Shareholders or an a Roumell Affiliate or an Associate thereof of any securities Securities of the Company into any tender or exchange offeroffer not initiated in breach of any standstill agreement to which the Company is a party; f. except for settling any such transaction in existence as of April 10, 2020, engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or vote by other similar right (including, without limitation, any PW Group Shareholders put or ▇▇ ▇▇▇▇ Group Shareholders call option or an Affiliate or Associate thereof of any securities of the Company “swap” transaction) with respect to any Extraordinary Transactionsecurity (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Securities of the Company and the value from such a decline exceeds the aggregate value of the Securities of the Company beneficially owned by the Roumell Parties; (A) call or seek to call any meeting of stockholders, including by written consent, (B) prohibit seek representation on, or nominate any PW Group Shareholders candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or ▇▇ ▇▇▇▇ Group Shareholders otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, (F) institute any litigation against the Company, its directors or its officers, except for initiating any legal proceeding solely to remedy a breach of or to enforce this Agreement or making counterclaims with respect to any legal proceeding initiated by or on behalf of the Company against the Roumell Parties, or (G) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise; h. take any action in support of or make any proposal or request (in each case, other than non-public communications with the Company that are not intended to, and would not reasonably be expected to, require any public disclosure of such communications) 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 or unfilled newly-created directorships; (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, including, without limitation, its capital allocation, business operations or strategies or its management or other personnel; (D) seeking to have the Company waive or make amendments or modifications to the Company’s Certificate of Incorporation or the Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person or entity; (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; i. Except for (A) the Schedule 13D Amendment (as defined below), (B) any amendment to the Schedule 13D (as defined below) regarding any action or transaction contemplated by this Agreement and (C) any amendment to the Schedule 13D required by Section 13(d) of the Exchange Act or any other applicable law, rule or regulation, take any action that would require the Roumell Parties or any Roumell Affiliate to file a statement of beneficial ownership report on Schedule 13D or Associate thereof from offering any amendment thereto with the SEC; j. make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to purchase the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; k. enter into any substantive 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; or l. request, directly or indirectly, any amendment or waiver of the foregoing other than non-public communications with the Company if the sale that are not intended to, and would not reasonably be expected to, require any public disclosure of such securities communications. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit or assets is initiated restrict the Roumell Parties from: (A) communicating privately with the Board or the Company’s officers or advisors, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications; (B) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange to the extent having jurisdiction over any Roumell Party or its Affiliates, provided, that a breach by the Company through an open bidding processRoumell Parties of this Agreement is not the cause of the applicable law, rule, regulation or action; or (C) prohibit privately communicating to any PW Group Shareholders of their investors or ▇▇ ▇▇▇▇ Group Shareholders potential investors under a customary non-disclosure agreement publicly available information regarding the Company, provided, that such communications are not otherwise reasonably expected to be publicly disclosed. ii. During the Standstill Period, the Roumell Parties shall cause all shares of Common Stock beneficially owned, directly or Affiliate indirectly, by them (excluding any shares of Common Stock held in the Separately Managed Accounts, whether held on or Associate thereof from offering after the date hereof), to purchase be present for quorum purposes at the securities Company’s annual and special stockholder meetings and at any adjournments or postponements thereof, and shall vote such shares (i) in favor of all directors nominated by the Board for election at any such meeting and (ii) consistent with the recommendation of the Company in the event the Company enters into negotiations with Board on all other matters submitted to a Third Party regarding a proposal to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all vote of the Common Stock stockholders of the Company; provided, thathowever, in the case of (B) and (C) above, the PW Group Shareholders or, that in the event that one Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) both recommend otherwise than the Board with respect to any proposal submitted by the Company or more any of its stockholders (other than proposals relating to the election of directors, “say-on-pay” and the appointment of registered public accountants), each of the Nominees Roumell Parties will be permitted in its discretion to vote in accordance with the recommendation of ISS and Glass Lewis or, if their recommendations differ from each other, in accordance with ISS’ or their Replacements are officersGlass Lewis’ recommendation; provided, directors or employees offurther, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days that each of the Board’s decision Roumell Parties will be permitted to initiate the sale process vote in its discretion on any proposal in respect of an Extraordinary Transaction or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are employees of, or Disclosing Nominees to, the ▇▇ ▇▇▇▇ Group Shareholders, the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, irrevocably waive their right to participate as any vote regarding a bidder, then such Nominees or Replacements shall be excluded from all portions of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);stockholders’ rights plan.

Standstill. (a) Each of the PW Group/▇▇ ▇▇▇▇ Group Shareholders solely on behalf agrees that, during the Standstill Period (unless specifically requested in writing by the Company, acting through a resolution of itself and its respective Affiliates and Associates hereby severally and a majority of the Company’s directors not jointly agrees that from including the date hereof until the termination of this Agreement in accordance with Section 5 (the “Covered Period”▇▇▇▇ Directors), except as expressly set forth in this Agreementit shall not, neither it nor any and shall cause each of its Affiliates or Associates will(as such terms are defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that the term “Associates” in such definition shall be deemed to be preceded by the word “controlled”) (collectively (with ▇▇▇▇) and it will cause each of its Affiliates and Associates individually, the “▇▇▇▇ Affiliates”), not to, directly or indirectly (including through any ▇▇▇▇ Directors), in any manner, alone or in concert with others: (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies “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)(iv14a1(l)(2)(iv) of the Exchange Act) or consents to vote, vote or seek to advise, encourage or influence any person other than any ▇▇▇▇ Affiliate with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities Securities of the Company”) for the election of individuals to the Board or to approve shareholder stockholder proposals, 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) (), other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any shareholder meeting) stockholder meeting or voting its shares at any such meeting in its sole discretion (subject to compliance with this Agreement), or make or be the proponent of any shareholder stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);, except in all cases as expressly permitted by this Agreement; (ii) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act for purposes of this Agreement, any such group, a “Section 13(d) Group”Act) with any persons (other than a Section 13(d) Group that includes all excluding, for the avoidance of doubt, any group composed solely of ▇▇▇▇ and ▇▇▇▇ Affiliates or some of the persons identified on group previously disclosed in the Group 13Ds (as defined below) as of the date hereof and their Affiliates and Associates, but not including any other entities or persons not identified on the Group 13Ds as of the date hereof▇▇▇▇ 13D) with respect to any securities Securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities Securities of the Company in any voting trust or similar arrangement, or subject any securities Securities of the Company to any arrangement or agreement with respect to the voting thereofthereof (including by granting any proxy, consent or other authority to vote), except as expressly set forth in this Agreement;Agreement; (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any Section 13(d) Group)group, through swap or hedging transactions or otherwise, any securities Securities of the Company or any rights decoupled from the underlying securities Securities of the Company that would result in (A) with respect to the PW Group Shareholders ▇▇▇▇ (together with their Affiliates and Associates and the ▇▇▇▇ Affiliates) owning, controlling or otherwise having any beneficial or other persons with whom they may be a Section 13(d) Group) having beneficial ownership, as determined ownership interest in accordance with Rule 13d-3 of the Exchange Act, over 14.9% or more than 17.49% in the aggregate of the shares of Common Stock outstanding at such timetime; provided, and (B) with respect to the ▇▇ ▇▇▇▇ Group Shareholders (together with their Affiliates and Associates and any other persons with whom they may be a Section 13(d) Group) having beneficial ownershipthat, as determined in accordance with Rule 13d-3 of the Exchange Act, over more than 17.49% 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 such personsthat ▇▇▇▇ and the ▇▇▇▇ Affiliates, collectively with their Affiliates and Associatescollectively, exceed the ownership limit applicable to such persons under this paragraph solely clause (iii) as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock;Stock; (iv) other than in Rule 144 open market broker sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell, sell directly or indirectly, through swap or hedging transactions or otherwise, the securities Securities of the Company or any rights decoupled from the underlying securities Securities of the Company held by the PW Group/▇▇ ▇▇▇▇ Group Shareholders or any of their Affiliates ▇▇▇▇ Affiliate to any person or entity not a party to this Agreement (a “Third Party Party”) that, to JANA’s or the ▇▇▇▇ Affiliate’s knowledge (as defined below) after due inquiry in connection with a private, non-open market transaction, it being understood that such knowledge shall be deemed to exist with respect to any publicly available information, including information in documents filed with the SEC), would knowingly result in such Third Party, together with its Affiliates affiliates and Associatesassociates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of more than 54.9% in the aggregate of the shares of Common Stock outstanding at such time; provided, however, that time or would increase the foregoing restriction shall not apply to (A) any transaction with a Third Party who already has a Schedule 13G on file with the SEC with respect to its beneficial or other ownership interest of Common Stock or any Third Party who represents to the PW Group/▇▇ ▇▇▇▇ Group Shareholders in writing that as a result of the transaction it will file a Schedule 13G with respect to its ownership of Common Stock provided that, unless such Third Party is an Institutional Stockholder (e.g., Fidelity, Vanguard, Dimensional, etc.), such Third Partywho, together with its Affiliates affiliates and Associatesassociates, will not, after giving effect to such transaction, own, control has a beneficial or otherwise have beneficial other ownership in more than 10% interest in the aggregate of more than 4.9% of the shares of Common Stock outstanding at such time, or (B) any transaction approved by written consent of a majority of the Board, excluding the Nominees and their Replacements;time; (v) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings whether or not legally enforceable with any person)effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, schemesale of all or substantially all assets, scheme of arrangement, plan of arrangement or other business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution liquidation or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities or a material amount of any of their respective assets or businesses (each, an “Extraordinary Transaction”), or make encourage, initiate or support any public statement with respect to an Extraordinary Transaction; other third party in any such activity; provided, however, that this clause (v) shall not (A) preclude the tender (or action not to tender) by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ▇▇▇▇ Affiliate or an Associate thereof of any securities Securities of the Company into any tender or exchange offer, offer or vote for or against any transaction by any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders or an a ▇▇▇▇ Affiliate or Associate thereof of any securities Securities of the Company with respect to any Extraordinary TransactionTransaction; (vi) engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right (including any put or call option or “swap” transaction with respect to any security (other than a broad based market basket or index)) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Securities of the Company; (vii) (A) call or request the calling of any meeting of stockholders, including by written consent, (B) seek representation on, or nominate any candidate to, the Board, except as set forth herein, (C) seek the removal of any member of the Board, (D) solicit consents from stockholders or otherwise act or seek to act by written consent, (E) conduct a referendum of stockholders, (F) present at any annual meeting or any special meeting of the Company’s stockholders, or (G) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise; (viii) except as set forth herein, take any action in support of or make any proposal or request that constitutes: (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (B) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or the by-laws, 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; (ix) make or cause to be made, or in any way encourage any other person to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames or slanders the Company or Affiliates thereof or any of their respective current or former officers, directors or employees, provided that ▇▇▇▇ will, subject to the Confidentiality Agreement, be permitted to make objective statements that reflect JANA’s view, as a shareholder, with respect to factual matters concerning specific acts or determinations of the Company occurring after the date of this Agreement; (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 this Agreement that is inconsistent with the provisions of this Agreement; (xi) enter into any discussions, negotiations, agreements or understandings with any Third Party to take any action 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; (xii) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceedings against or involving the Company or any of its current or former directors or officers (including derivative actions), other than an action to enforce the provisions of this Agreement instituted in accordance with and subject to Section 8; or (xiii) request, directly or indirectly, any amendment or waiver of the foregoing. The foregoing provisions of this Section 2(a) shall not be deemed to prohibit (and the documents referenced in Section 1(d) or any PW Group Shareholders successor documents shall not prohibit) ▇▇▇▇ or its directors, officers, partners, employees, members or agents (acting in such capacity) (“Representatives”) from communicating privately regarding or privately advocating for or against any of the matters described in this Section 2(a) with, or from privately requesting a waiver of any of the foregoing provisions of this Section 2(a) from, the Company’s directors or officers, so long as such communications or requests are in accordance with the Confidentiality Agreement and are not intended to, and would not reasonably be expected to, require any public disclosure of such communications or requests. (b) The Company agrees that, during the Standstill Period it shall not, and shall cause each of its Affiliates and Associates (as such terms are defined in Rule 12b-2 promulgated by the SEC under the Exchange Act provided that the term “Associates” in such definition shall be deemed to be preceded by the word “controlled”) not to, directly or indirectly, in any manner, alone or in concert with others, make or cause to be made, or in any way encourage any other person to make or cause to be made, any public statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames or ▇▇▇▇▇▇▇▇ ▇▇▇▇ Group Shareholders or Affiliate or Associate thereof from offering to purchase securities or assets of the Company if the sale of such securities or assets is initiated by the Company through an open bidding process, or (C) prohibit any PW Group Shareholders or ▇▇ ▇▇▇▇ Group Shareholders Affiliates or Affiliate any of their respective current or Associate thereof from offering to purchase the securities of former Representatives, provided that the Company in the event the Company enters into negotiations with a Third Party regarding a proposal will be permitted to be acquired by such Third Party, or a Third Party commences a hostile tender offer to acquire all or substantially all of the Common Stock of make objective statements that reflect the Company; provided, that, in the case ’s view with respect to factual matters concerning specific acts or determinations of (B) and (C) above, the PW Group Shareholders or, in the event that one or more of the Nominees or their Replacements are officers, directors or employees of, or Disclosing Nominees (as defined below) to, the ▇▇ ▇▇▇▇ Group Shareholders, or the ▇▇ ▇▇▇▇ Group Shareholders, as applicable, shall have given written notice to the Company of its election to act as a potential bidder for the Company within 10 days of the Board’s decision to initiate the sale process or negotiate the Third Party acquisition proposal or the public announcement of the commencement of the hostile tender offer, as applicable, and from after delivery of such notice and until such time as the PW Group Shareholders or, in the event that one or more of the Nominees Affiliates (or their Replacements are employees ofrespective current or former representatives) occurring after the date of this Agreement. (c) For purposes of this Agreement the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or Disclosing Nominees tolimited partnership, the ▇▇ ▇▇▇▇ Group Shareholderslimited liability or unlimited liability company, the ▇▇ ▇▇▇▇ Group Shareholdersjoint venture, as applicableestate, irrevocably waive their right to participate as a biddertrust, then such Nominees association, organization or Replacements shall be excluded from all portions other entity of meetings directly relating to such sale process and/or third party offers and all information, resolutions, consents and other materials provided to the Nominees any kind or their Replacements shall be redacted to the extent relating to such sale process and/or third party offers (“Disclosing Nominee” means any Nominee or his Replacement who has furnished to the ▇▇ ▇▇▇▇ Group Shareholders or their Affiliates any material, non-public information concerning the business or affairs of the Company);nature.