AGREEMENTExecution Version • February 14th, 2014 • Stewart Information Services Corp • Title insurance • Delaware
This Nomination and Standstill Agreement (this “Agreement”) dated as of February 12, 2014, is by and among Foundation Onshore Fund, L.P., Foundation Offshore Master Fund, Ltd., Foundation Offshore Fund, Ltd., Foundation Asset Management GP, LLC, Foundation Asset Management, LLC, David Charney, Sky Wilber (collectively, the “Foundation Group”), Engine Capital, L.P., Engine Jet Capital, L.P., Engine Capital Management, LLC, Engine Investments, LLC, Arnaud Ajdler, (collectively, the “Engine Group” and, together with the Foundation Group, the “Shareholders”, and individually each a “Shareholder”), Glenn Christenson, Arnaud Ajdler (collectively, the “New Independent Directors”) and Stewart Information Services Corporation, a Delaware corporation (the “Company”).
