Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. (a) Coxxxx xnd his affiliates will not, alone or in concert with others (and will not advise, assist or encourage others to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) with respect to any securities of the Company or any of its affiliates in connection with any action or matter otherwise prohibited by the terms of this Agreement; (v) initiate or propose any shareholder proposals for submission to a vote of shareholders with respect to the Company or any of its affiliates or propose any person for election to the Board of Directors of the Company or any of its affiliates; (vi) initiate any communication with any customer or supplier of the Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (x) sell any Common Stock of the Company, directly or indirectly, unless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi)), it being understood that no request whatsoever shall be made which (aa) is disclosed by Coxxxx xo any third party or in any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) or (bb) the Company might be required to publicly disclose.

Standstill Provisions. (a) Coxxxx xnd his affiliates will notCommencing on the date hereof and until the Termination Date, alone or unless otherwise agreed in concert with others (writing by the Equity One Board and Gazit Globe, LIH will, and will not advise, assist or encourage others cause each member of Liberty Group to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction Equity One or mergerEQY Common Stock, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, or engage, vote in any way participate in, any "solicitation" favor of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in or influence, directly or indirectly, a "group" hostile takeover or other similar action or any “solicitation,” (as such term is used in Section 13d(3) the proxy rules of the Exchange ActCommission) with respect by way of tender offer, exchange offer, merger or other business combination, proxies, consents (whether or not relating to any securities the election or removal of the Company directors), voting agreements, change of management or any of its affiliates otherwise, except in connection with any action of the foregoing that is recommended or matter otherwise prohibited not opposed by the terms Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence of the director designated by LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he or she determines is appropriate in accordance with the exercise of his or her duties as a director and provided further that any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, (ii) except as provided for in this Agreement; (v) initiate , not seek, alone or in concert with others, election or appointment to, or representation on, or nominate or propose the nomination of any shareholder proposals for submission to a vote of shareholders with respect to candidate to, the Company Equity One Board, (iii) not initiate, propose or any of its affiliates or propose any person for election to otherwise “solicit” (as such term is used in the Board of Directors proxy rules of the Company Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or any of its affiliates; (vi) initiate any communication with any customer or supplier of the Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposal, regardless of its purpose, and (includingiv) not purchase or cause to be purchased or otherwise acquire or agree to acquire, without limitation, under Section 13(d) thereof) disclosingor become or agree to become the Beneficial Owner of, any intentionother securities issued by Equity One, plan or arrangement inconsistent with any securities convertible into or exchangeable for EQY Common Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the foregoing; (ix) enter into any discussionstaking of such action Liberty Group would, negotiationsin the aggregate, arrangements or understandings with any third party with respect to any Beneficially Own in excess of the foregoing; greater of (xA) sell any a number of shares of voting stock of Equity One equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) or (B) 15% of the EQY Common Stock outstanding on a Fully Diluted Basis from time to time (the “Ownership Cap”), which Ownership Cap will automatically be reduced from time to time, if Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, in the aggregate, of the Companyshares of EQY Common Stock then outstanding on a Fully Diluted Basis; provided, however that in all events Liberty Group may Beneficially Own or acquire up to 9.9% of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy the ownership requirements set forth in Section 2.2(ii) during any Cure Period; provided, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be acquired, directly or indirectly, unless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi)), it being understood that no request whatsoever shall be made which (aa) is disclosed by Coxxxx xo any third party or in any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) or (bb) the Company might be required to publicly disclosethrough a U.S. controlled entity.

Standstill Provisions. Each of the Lone Star Value Stockholders on behalf of itself and its respective Affiliates and Associates (aas each is defined below) Coxxxx xnd his affiliates hereby severally and not jointly agrees that from the date of this Agreement until the termination of this Agreement in accordance with Section 5 of this Agreement (the “Termination Date”), neither it nor any of its Affiliates or Associates will, and it will not, alone or in concert with others (cause each of its Affiliates and will Associates not advise, assist or encourage others to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereofmanner: (i) by purchase or otherwise, acquiresolicit, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, encourage or in any way participate inengage in any solicitation of, any "proxies or consents or become a “participant” in a “solicitation" of "proxies" (” as such terms are defined or used in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of proxies or become consents (including, without limitation, any solicitation of consents with respect to the call of a "participant" special meeting of stockholders), in any "election contest" (as such terms are defined each case, with respect to securities of the Company, or used in Rule 14a-11 under the Exchange Act) to vote, call or seek to advise call, or encourage, support or influence anyone with respect to the call of, a special meeting of stockholders; advise, encourage, support or influence any person or entity with respect to the voting of, of any voting securities of the Company at any annual or any special meeting of its affiliatesstockholders, or seek to do so; (iv) form, join or in any way participate in a "any “group" ” (as such term is used in within the meaning of Section 13d(313(d)(3) of the Exchange Act) with respect to any securities the Common Stock (other than a “group” that includes all or some of the Company or any of its affiliates in connection with any action or matter otherwise prohibited persons identified on the Schedule 13D, as amended, filed by the terms Lone Star Value Stockholders prior to the date of this Agreement (the “Group 13D”), but does not include any other entities or persons not identified on Group 13D as of the date of this Agreement); (v) initiate deposit any Common Stock in any voting trust or propose subject any shareholder proposals 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 Lone Star Value Stockholders and otherwise in accordance with this Agreement; seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for submission to a vote the election or removal of shareholders directors with respect to the Company or seek, encourage or take any of its affiliates or propose any person for election to the Board of Directors of the Company or any of its affiliates; (vi) initiate any communication with any customer or supplier of the Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) enter into any discussions, negotiations, arrangements or understandings with any third party other action with respect to the election or removal of any directors or with respect to the submission of the foregoing; (x) sell any Common Stock of the Company, directly or indirectly, unless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi)), it being understood that no request whatsoever shall be made which (aa) is disclosed by Coxxxx xo any third party or in any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) or (bb) the Company might be required to publicly disclose.stockholder proposal;

Standstill Provisions. (a) Coxxxx xnd his affiliates will notCommencing on the date hereof and until the Termination Date, alone or unless otherwise agreed in concert with others (writing by the Equity One Board and Gazit Globe, LIH will, and will not advise, assist or encourage others cause each member of Liberty Group to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction Equity One or mergerEQY Common Stock, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, or engage, vote in any way participate in, any "solicitation" favor of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in or influence, directly or indirectly, a "group" hostile takeover or other similar action or any “solicitation,” (as such term is used in Section 13d(3) the proxy rules of the Exchange ActCommission) with respect by way of tender offer, exchange offer, merger or other business combination, proxies, consents (whether or not relating to any securities the election or removal of the Company directors), voting agreements, change of management or any of its affiliates otherwise, except in connection with any action of the foregoing that is recommended or matter otherwise prohibited not opposed by the terms Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence of the director designated by LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he or she determines is appropriate in accordance with the exercise of his or her duties as a director and provided further that any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, (ii) except as provided for in this Agreement; (v) initiate , not seek, alone or in concert with others, election or appointment to, or representation on, or nominate or propose the nomination of any shareholder proposals for submission to a vote of shareholders with respect to candidate to, the Company Equity One Board, (iii) not initiate, propose or any of its affiliates or propose any person for election to otherwise “solicit” (as such term is used in the Board of Directors proxy rules of the Company Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or any of its affiliates; (vi) initiate any communication with any customer or supplier of the Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposal, regardless of its purpose, and (includingiv) not purchase or cause to be purchased or otherwise acquire or agree to acquire, without limitation, under Section 13(d) thereof) disclosingor become or agree to become the Beneficial Owner of, any intentionother securities issued by Equity One, plan or arrangement inconsistent with any securities convertible into or exchangeable for EQY Common Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the foregoing; (ix) enter into any discussionstaking of such action Liberty Group would, negotiationsin the aggregate, arrangements or understandings with any third party with respect to any Beneficially Own in excess of the foregoing; greater of (xA) sell any Common Stock a number of shares of voting stock of Equity One equal to 19.9% of the Companyshares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, directly reclassifications, recapitalizations, recombinations and/or similar events or indirectly, unless executed in brokerage transactions; or ) (xi) request such number of shares to be agreed by the Company (or any parties as of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) the Closing and set forth on Schedule I to waive, amend or modify in any material respect any restrictions contained in be attached to this Article I (or to waive, amend or modify this clause (xi)), it being understood that no request whatsoever shall be made which (aa) is disclosed by Coxxxx xo any third party or in any filing under the Exchange Act (including, without limitation, under Section 13(d) thereofAgreement) or (bbB) 15% of the Company might EQY Common Stock outstanding on a Fully Diluted Basis from time to time (the “Ownership Cap”), which Ownership Cap will automatically be required reduced from time to publicly disclose.time, if Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, in the aggregate, of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis; provided, however that in all events Liberty Group may Beneficially Own or acquire up to 9.9% of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy the ownership requirements set forth in Section 2.2(ii) during any Cure Period; provided, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common

Standstill Provisions. During the period from the date hereof through the third-year anniversary of the Initial Stock Purchase Date (a) Coxxxx xnd his affiliates the "Standstill Period"), the Note Purchaser, the Stock Purchaser and their respective Affiliates will not, alone or in concert with others without the prior written consent of the Company: (and will not advise, assist or encourage others to)i) acquire, directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquireof record or beneficially, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock or other voting securities of the Company if, as a result of such acquisition, the Note Purchaser, the Stock Purchaser and their respective Affiliates would own more than 19.5% of the Common Stock or direct or indirect rights (including convertible securities) or options to acquire such ownershipother voting securities of the Company then outstanding; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote, or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates); (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) with respect to any securities of the Company or any of its affiliates in connection with any action or matter otherwise prohibited by the terms of this Agreement; (viii) initiate or propose any shareholder proposals proposal for submission to a vote of shareholders with respect to the Company or any of its affiliates Affiliates; or propose (iv) take any person for election action, individually or jointly with any partnership, limited partnership, syndicate or other group or assist any person, corporation, entity or group in taking any action it could not take individually under the terms of this Agreement; provided, that nothing in this Section 12.14 will prohibit the Note Purchaser, the Stock Purchaser or its Affiliates from: (i) participating in any of the activities contemplated by the Transaction Documents; (ii) engaging in any unsolicited discussion initiated by persons other than the Note Purchaser, the Stock Purchaser or their Affiliates and communicating the substance of any such discussion to the Company if deemed appropriate; (iii) communicating with members of the Board of Directors of the Company from time to time in a manner similar to other shareholders concerning the views of the Note Purchaser or any the Stock Purchaser regarding the Company's business policies; (iv) disposing of its affiliates; (vi) initiate any communication with any customer Common Shares in whole or supplier of the Company regarding matters relating in part or entering into agreements to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (x) sell any Common Stock of the Company, directly or indirectly, unless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi))do so, it being understood that no request whatsoever shall be made which (aa) is disclosed by Coxxxx xo any third party or in any filing under the Exchange Act (includingprovisions of this Agreement apply to the parties hereto and their affiliates and their successors and legal representatives and assigns, without limitation, under Section 13(d) thereof) but do not run with the Securities; or (bbv) filing such documents as are required by applicable law and not otherwise inconsistent with the Company might be required to publicly disclose.terms of this Agreement. 61 55

Standstill Provisions. During the period from the date hereof through the third- year anniversary of the Initial Stock Purchase Date (a) Coxxxx xnd his affiliates the "Standstill Period"), the Note Purchaser, the Stock Purchaser and their respective Affiliates will not, alone or in concert with others without the prior written consent of the Company: (and will not advise, assist or encourage others to)i) acquire, directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquireof record or beneficially, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock or other voting securities of the Company if, as a result of such acquisition, the Note Purchaser, the Stock Purchaser and their respective Affiliates would own more than 19.5% of the Common Stock or direct or indirect rights (including convertible securities) or options to acquire such ownershipother voting securities of the Company then outstanding; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote, or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates); (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) with respect to any securities of the Company or any of its affiliates in connection with any action or matter otherwise prohibited by the terms of this Agreement; (viii) initiate or propose any shareholder proposals proposal for submission to a vote of shareholders with respect to the Company or any of its affiliates Affiliates; or propose (iv) take any person for election action, individually or jointly with any partnership, limited partnership, syndicate or other group or assist any person, corporation, entity or group in taking any action it could not take individually under the terms of this Agreement; provided, that nothing in this Section 12.14 will prohibit the Note Purchaser, the Stock Purchaser or its Affiliates from: (i) participating in any of the activities contemplated by the Transaction Documents; (ii) engaging in any unsolicited discussion initiated by persons other than the Note Purchaser, the Stock Purchaser or their Affiliates and communicating the substance of any such discussion to the Company if deemed appropriate; (iii) communicating with members of the Board of Directors of the Company from time to time in a manner similar to other shareholders concerning the views of the Note Purchaser or any the Stock Purchaser regarding the Company's business policies; (iv) disposing of its affiliates; (vi) initiate any communication with any customer Common Shares in whole or supplier of the Company regarding matters relating in part or entering into agreements to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (x) sell any Common Stock of the Company, directly or indirectly, unless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi))do so, it being understood that no request whatsoever shall be made which the provisions of this Agreement apply to the parties hereto and their affiliates and their successors and legal representatives and assigns, but do not run with the Securities; or (aav) is disclosed filing such documents as are required by Coxxxx xo any third party or in any filing under applicable law and not otherwise inconsistent with the terms of this Agreement. Confidential portions ( [ ] ) have been omitted pursuant to regulation 240.25b-2(b) of the Securities Exchange Act (including, without limitation, under Section 13(d) thereof) or (bb) of 1934 and have been filed separately with the Company might be required to publicly disclose.Commission. 61 55

Standstill Provisions. In consideration of the Evaluation Material being furnished to you, you hereby agree that, for a period of fifteen (a15) Coxxxx xnd his affiliates months from the date hereof (the “Restricted Period”), unless expressly permitted or authorized hereby or in writing by the Special Committee to do so, you will not, alone and you will cause your Representatives (other than Approved Financing Sources and third party advisors not taking action on your behalf or in concert with others (and will at your direction) not advise, assist or encourage others to), directly or indirectly, unless specifically requested in writing in advance by the Company acting alone or specifically approved by as part of a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereofgroup: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, acquire, any (a) voting or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company other equity securities or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, voting or submit any proposal for, the acquisition other equity securities of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliatessubsidiaries or joint ventures, or (b) any other securities, rights or interests, including without limitation, options, swaps, derivatives or convertible or other similar instruments, whether real or not synthetic, which give you the right to vote or to direct the voting of any parties other than Coxxxx xnd his affiliates and associates are involved and whether voting or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors equity securities of the Company and or any of its subsidiaries or joint ventures; (yii) the Company shall have requested Coxxxx xn writing enter into or agree, offer, propose or seek to enter into, or otherwise be involved in advance of the submission of such proposalor part of, directly or indirectly, any Acquisition Transaction; (iii) make, or in any way participate in, directly or indirectly, any "“solicitation" ” of "“proxies" ” (as such terms are defined or used in Regulation 14A under the rules of the Securities and Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange ActCommission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company in connection with or related in any of its affiliatesway to an Acquisition Transaction; (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) group with respect to any voting or other equity securities of the Company or any of its affiliates in connection with any action subsidiaries or matter otherwise prohibited by the terms of this Agreementjoint ventures (other than a Permitted Group (as defined below)); (v) initiate seek or propose any shareholder proposals for submission propose, alone or in concert with others, to a vote of shareholders with respect to the Company influence or any of its affiliates or propose any person for election to the Board of Directors of the Company or any of its affiliates; (vi) initiate any communication with any customer or supplier of the Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, subsidiaries or joint ventures in connection with or related in any way to obtain representation on the Board of Directors of the Company or any of its affiliatesan Acquisition Transaction; (viiivi) disclose to any third party, directly or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) indirectly enter into any discussions, negotiations, arrangements or understandings with any third party other person (other than Approved Financing Sources to the extent permitted hereby) with respect to any of the foregoing activities or propose any of such activities to any other person (other than Approved Financing Sources to the extent permitted hereby); (vii) advise, assist, encourage, or act as a financing source for or otherwise invest in any other person who may serve as a financing source in connection with any of the foregoing activities (other than Approved Financing Sources); (viii) disclose (except to the extent permitted hereby, to the Company, the Special Committee or their respective Representatives or Approved Financing Sources) any intention, plan or arrangement inconsistent with any of the foregoing; (ix) request that the Company, the Special Committee or their respective Representatives, directly or indirectly (a) amend or waive any provision of this Paragraph 4.1 (including this clause (ix)) or (b) otherwise consent to any action inconsistent with any provision of this Paragraph 4.1 (including this clause (ix)); (x) sell take any Common Stock action that might require the Company or its Representatives to make a public announcement regarding any of the Company, directly or indirectly, unless executed activities referred to in brokerage transactionsclauses (i)-(ix) of this Paragraph 4.1 (other than disclosures expressly permitted by this letter agreement); or (xi) request agree to take any of the foregoing actions; provided, however, that the foregoing shall not restrict your and your Representatives’ ability to (a) take any action, or permit any of your Representatives to take any action, in (and solely in) your capacity, or the capacity of any such Representative, as a director or officer of the Company, (b) exercise any of your options to purchase common stock of the Company, (c) acquire shares of common stock of the Company or other securities of the Company by way of distributions of such securities in connection with deferred director compensation, (or any d) as long as you have complied and continue to comply with the second sentence of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I Paragraph 4.3 (or to waive, amend or modify which shall not be limited by this clause (xid)), submit to the Special Committee one or more confidential proposals regarding a Transaction or (e) have discussions with and among your Representatives with respect to a proposal for a Transaction, including, to the extent permitted by Paragraph 4.3, to form a group that is a Permitted Group. For the avoidance of doubt, nothing in this letter agreement shall restrict your or your affiliates’ ability to (1) sell or transfer (in whole or in part) or vote any securities of the Company in your sole and absolute discretion or (2) amend your Schedule 13D as legally required (it being understood understood, however, that no request whatsoever this clause (2) shall not be made which (aa) is disclosed construed to permit you to take actions otherwise prohibited by Coxxxx xo any third party or this letter agreement). This letter agreement shall constitute a “standstill agreement” for purposes of the definition of “Acquiring Person” as defined in any filing under the Exchange Act (includingRights Agreement, without limitationdated as of January 12, under Section 13(d) thereof) or (bb) 2011, by and between the Company might be required to publicly discloseand Continental Stock Transfer & Trust Company, as Rights Agent.