Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant to Section 1(a)(viii) or 1(b) of the Support Agreement, dated as of May 4, 2014 (the “Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Support Agreement (the “Support Agreement”), dated as of May 4, 2014, among the Company and Third Point. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant to Section 1(a)(viiiIn connection with the merger of Northstars Acquisition Corporation (“Merger Sub”) or 1(bwith and into the Company (the “Merger”), with the Company being the surviving corporation (the “Surviving Corporation”), the undersigned surrenders herewith the above listed share certificate(s) (the “Certificates”) representing Class A Common Stock and/or Class B Common Stock of the Support AgreementCompany (individually and collectively, “Prior Company Shares”) in exchange for the right to receive the applicable portion of cash (the “Merger Consideration”) to which the undersigned is entitled under the Agreement and Plan of Merger, dated as of May 4July 27, 2014 2007 (the “Merger Agreement”), by and among Sotheby’s the Company, Concur Technologies, Inc. (“Parent”), Merger Sub and Third Point Jupiter Partners L.P. (“Jupiter”), solely as defined therein“Stockholder Representative” (the “Stockholder Representative”). Capitalized terms used herein but Pursuant to the Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the Stockholders Agreement of the Company, dated as of October 13, 1994, by and among the Company and certain security holders of the Company (the “Stockholders Agreement”), all of the Company Shares were automatically converted into shares of Class C Common Stock of the Company (“Class C Shares”) on February 28, 2007 (the “Conversion”). The Company has not defined issued, and will not issue, new certificates representing the Class C Shares issued in the Conversion. The Certificates representing the Prior Company Shares will be deemed, by virtue of the Conversion, to represent the number of Class C Shares into which the Prior Company Shares represented by such Certificates were converted in the Conversion (the Prior Company Shares as so converted, the “Company Shares”). Pursuant to the Certificate of Incorporation, the Stockholders Agreement and the Consent, Waiver and Release Agreement, dated as of July 27, 2007, by and among the Company and those stockholders of the Company who are signatories thereto, as of the time of the Conversion, each share of Class B Common Stock converted into 1.5523 Class C Shares and each share of Class A Common Stock converted into 0.0063 Class C Shares. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the Class C Shares will be converted into the right to receive a portion of the Merger Consideration. In exchange for the above mentioned Company Shares, the Paying Agent shall have deliver the meaning applicable portion of the Merger Consideration to which the undersigned is entitled under the Merger Agreement. It is estimated that each of the Class C Shares will be converted into the right to receive approximately $[ ], which includes a reduction to fund the escrow account as discussed in the following paragraph. The exact amount of the Merger Consideration to which each holder of Class C Shares will be entitled will be determinable only after the closing of the Merger (the “Closing”). As set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations Merger Agreement and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Support Escrow Agreement (the “Support Escrow Agreement”), dated as of May 4[ ], 20142007, by and among the Company, Parent, the Stockholder Representative and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), the Merger Consideration described above and otherwise payable to the holders of Company Shares deemed to represent Class C Shares will be reduced by an aggregate of approximately $[ ] million, or approximately $[ ] for each Class C Share, which will be held in an escrow account to fund (i) any indemnification claims by Parent and Third Point(ii) any costs or expenses incurred by Jupiter, in its capacity as Stockholder Representative, in connection with the Merger Agreement. The Company understands undersigned hereby represents and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary warrants to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.that:

Ladies and Gentlemen. This irrevocable resignation is delivered In connection with the Margin Loan Agreement and the Security Agreement (as defined therein), the Borrowers are pledging to the Lenders, initially, 17,000,000 shares of Class A common stock of the Issuer, par value of $0.01 per share (such shares, together with any other shares of Amneal Pharmaceuticals, Inc. (the “Issuer”) that may be subject to a security interest granted in and on such shares pursuant to Section 1(a)(viiithe Security Agreement from time to time, the “Pledged Shares”). This letter agreement (this “Letter Agreement”) (i) amends and restates the letter agreement dated as of November 7, 2023 (as amended, restated, supplemented or 1(botherwise modified from time to time prior to the date hereof, the “Existing Letter Agreement”), among UBS AG Stamford Branch (being the successor by merger to Credit Suisse AG), the Issuer, and the Borrowers, and (ii) memorializes certain understandings between the Issuer, the Administrative Agent, the Calculation Agent and the Lenders in connection with the Margin Loan Agreement, the Security Agreement, the pledge of the Support Pledged Shares (the “Pledge”), and the other transactions contemplated by the Margin Loan Agreement, the Security Agreement, and the other “Loan Documents”, as such term is defined in the Margin Loan Agreement (the “Loan Documents”, and such transactions, collectively, the “Transactions”). Defined terms used but not defined in this Letter Agreement shall have the meaning ascribed to them in the Third Amended and Restated Stockholders Agreement, dated as of May 4November 7, 2014 (the “Agreement”)2023, by and among Sotheby’s and Third Point Amneal Group (as defined therein). Capitalized terms used herein but not defined shall have , Amneal Pharmaceuticals LLC, Amneal Intermediate Inc. and the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” Issuer (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividendssuch may be amended, combinationsrestated, splitsamended and restated, recapitalizations and the like) of the Common Stock then outstandingsupplemented or otherwise modified from time to time, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Support Agreement (the “Support Stockholders Agreement”), dated as of May 4, 2014, among the Company and Third Point. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.

Ladies and Gentlemen. This irrevocable resignation Reference is delivered pursuant made to Section 1(a)(viii) the Security Agreement (as amended, amended and restated, supplemented or 1(b) of the Support Agreementotherwise modified from time to time, dated as of May 4, 2014 (the “Security Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings given assigned to such terms in the Support Agreement (the “Support Security Agreement”), dated as of May 4January 10, 20142006, among made by ORBIMAGE SI HOLDCO INC., a Delaware corporation (“Holdco”) and ORBIMAGE SI OPCO INC., a Delaware corporation (the Company and Third Point. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined“Borrower”), and may discuss such information with any and all such persons, subject the Guarantors from to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary time to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B time party hereto (collectively, the “Specified Third Point PersonnelGuarantors”), you agree to treat any as pledgors, assignors and all information concerning or relating to debtors (Holdco and the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company RepresentativesBorrower, together with the relevant portion of Guarantors, and together with any notessuccessors, analysesthe “Pledgors,” and each, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, a “Evaluation MaterialPledgor”), in accordance favor of The Bank of New York, in its capacity as collateral agent, as pledge, assignee and secured party (in such capacities and together with any successors in such capacities, the provisions “Collateral Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.5 of this letter the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, and to take or abstain from taking the other actions hereinafter set forthAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant In order to Section 1(a)(viii) or 1(b) induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into that certain that certain Stockholders Agreement by and among Investor, Yale University, The Vanderbilt University, Carnegie Corporation of New York, The Board of Trustees of the Support AgreementXxxxxx Xxxxxxxx Junior University, State Street Bank and Trust Company as Trustee for the Dupont Pension Trust and The Xxxxxxx and Xxxxx Xxxxxxx Foundation dated as of May 4October 15, 2014 2004 (effective as of August 15, 2004) as amended by First Amendment to Stockholders Agreement dated as of August 15, 2004, as the same may hereafter be modified in compliance with the terms of this Agreement (the “"Stockholders Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized "; all capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms ascribed thereto in the Support Agreement (the “Support Stockholders Agreement”), dated as pursuant to which we have (i) purchased shares of May 4stock in Investor, 2014, among which is a member in Borrower and (ii) committed to make cash contributions of capital ("Capital Contributions") to Investor on the Company terms and Third Point. The Company understands and agrees that, subject to the terms of, and conditions set forth in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so Stockholders Agreement with an Aggregate Capital Commitment of $____________ (and subject to his or her fiduciary dutiesour "Capital Commitment"), confidentially disclose information he or she obtains while serving as a member of the Board which Capital Contributions are to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject be contributed by Investor to Borrower pursuant to the terms and conditions of this the Operating Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in date hereof, our Remaining Capital Commitment is $____________, which it is furnished, including in written may be drawn upon the delivery of one or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof more Drawdown Notices pursuant to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), and in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forthStockholders Agreement.

Ladies and Gentlemen. This irrevocable resignation Reference is delivered pursuant made to Section 1(a)(viii(i) or 1(b) of the Support that certain Credit Agreement, dated as of May 4August 5, 2014 (as the same now exists or may hereafter be amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Sotheby’s and Third Point Overseas Shipholding GroupInternational Seaways, Inc., a Delaware corporation (as defined therein“Holdings”). Capitalized terms used herein but not defined shall have , (f/k/a OSG International, Inc.), a DelawareMarshall Islands corporation (the meaning set forth in “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the Agreement. Effective only upon, and subject to, such time as Third Point“Co-Borrower” and, together with all the Administrative Borrower, the “Borrowers”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, Jefferies Finance LLC, as collateral agent and mortgage trustee (in such capacity, the “Collateral Agent” or the “Mortgage Trustee” as the context requires) for the Secured Parties, Jefferies Finance LLC, as Swingline Lender, Jefferies Finance LLC, as an Issuing Bank, and the other Agents party thereto, and (ii) that certain Security Agreement, dated as of the Third Point AffiliatesAugust 5, ceases collectively to “beneficially own” 2014 (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividendssame now exists or may hereafter be amended, combinationsamended and restated, splitsmodified, recapitalizations and the like) of the Common Stock then outstandingsupplemented, I hereby resign extended, renewed, restated, replaced or otherwise modified from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerelyto time, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “BoardSecurity Agreement”) of Sotheby’s (the “Company”). Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings given assigned to such terms in the Support Security Agreement or the Credit Agreement, as applicable), among Holdings, the Administrative Borrower, the other Loan Parties from time to time party thereto and the Collateral Agent. This joinder agreement (this “Joinder Agreement”) supplements the Credit Agreement and the Security Agreement and is delivered by the undersigned, [________________] (the “Support AgreementJoining Party”), dated as pursuant to (i) Section 5.10(b) of May 4, 2014, among the Company Credit Agreement and Third Point(ii) Section 3.5 of the Security Agreement. The Company understands Joining Party hereby agrees on execution hereof to be bound as a Subsidiary Guarantor and agrees thatas a Pledgor by all of the terms, covenants, obligations, liabilities and conditions set forth in the Credit Agreement, the Security Agreement and the other Loan Documents to the same extent that it would have been bound if it had been a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents on the execution date or dates of the Credit Agreement, the Security Agreement and such other Loan Documents. Without limiting the generality of the foregoing, and in furtherance thereof, (i) the Joining Party absolutely, unconditionally and irrevocably, and jointly and severally, guarantees the due and punctual payment and performance when due of all Guaranteed Obligations (subject to the terms ofCredit Agreement and on the same basis as the other Guarantors under the Guarantees) and (ii) the Joining Party hereby grants and pledges to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor under the Credit Agreement and the other Loan Documents and a Pledgor under the Security Agreement and the other Loan Documents. The Joining Party hereby makes each of the representations and warranties and agrees to each of the covenants applicable to (i) the Pledgors contained in accordance withthe Security Agreement and the other Loan Documents and (ii) [the Borrowers,] the Guarantors and the Loan Parties under the Credit Agreement and the other Loan Documents, this letter agreement, in each Third Point Designee may, if and case as of the date hereof (except to the extent he any such representation or she desires warranty relates solely to do so (an earlier date, in which case such representation and subject warranty shall be true and correct in all material respects as of such earlier date). Annexed hereto are supplements to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member each of the Board Schedules to you the Security Agreement and the Specified Third Point Personnel (Credit Agreement, as hereinafter defined)applicable, with respect to the Joining Party and a Perfection Certificate with respect to the Joining Party. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable. This Joinder Agreement and any amendments, waivers, consents or supplements hereto may discuss such information with be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such persons, subject counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of this Joinder Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Joinder Agreement. This Joinder Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the terms benefit of and conditions be enforceable by each of this Agreement. As a resultthe parties hereto and its successors and assigns; provided, you however, that the Joining Party may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or not assign any of its subsidiaries rights, obligations or affiliates interest hereunder or under any other Loan Document except as permitted by the Loan Documents. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. In the event that is furnished any provision of this Joinder Agreement shall prove to you be invalid or unenforceable, such provision shall be deemed to be severable from the Specified Third Point Personnel (regardless other provisions of this Joinder Agreement which shall remain binding on all parties hereto. From and after the execution and delivery hereof by the parties hereto, this Joinder Agreement shall constitute a “Loan Document” for all purposes of the manner in which it is furnishedCredit Agreement, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf the Security Agreement and the other Loan Documents. Each of the Company or any Company Representativesrepresentations and warranties set forth in the Credit Agreement, together with the relevant portion of any notesSecurity Agreement and each other Loan Document and applicable to the undersigned is true and correct in all material respects, analysesboth before and after giving effect to this Joinder Agreement on the date hereof, reports, models, compilations, studies, interpretations, documents, records or extracts thereof except to the extent containing, referring, relating to, based upon or derived from that any such informationrepresentation and warranty relates solely to any earlier date, in whole which case such representation and warranty is true and correct in all material respects as of such earlier date (it being understood that any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in part (collectivelyall respects on the date hereof or as of such earlier date, “Evaluation Material”as applicable), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.

Ladies and Gentlemen. This irrevocable resignation Reference is delivered pursuant made to Section 1(a)(viii) the Security Agreement (as amended, amended and restated, supplemented or 1(b) of the Support Agreementotherwise modified from time to time, dated as of May 4, 2014 (the “Security Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings given assigned to such terms in the Support Agreement (the “Support Security Agreement”), dated as of May 4June 23, 2014, among made by ESH HOSPITALITY, INC., a Delaware corporation (the Company “Borrower”) and Third Pointthe subsidiary guarantors from time to time party thereto (the “Subsidiary Guarantors”) and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 3.6 of the Security Agreement. The Company understands and New Pledgor hereby agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving be bound as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, Subsidiary Guarantor and as a condition ofPledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the information being furnished to you and, subject New Pledgor hereby grants and pledges to the restrictions Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Subsidiary Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in paragraph 2, the persons set forth on Schedule B Security Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. The New Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (collectively, including fixture filings) and amendments thereto that contain the “Specified Third Point Personnel”), you agree to treat information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any and all information concerning financing statement or amendment relating to the Company Pledged Collateral, including (i) whether the New Pledgor is an organization, the type of organization and any organizational identification number issued to the New Pledgor, (ii) any financing or any continuation statements or other documents without the signature of its subsidiaries the New Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or affiliates that is furnished to you hereafter acquired by the New Pledgor or in which the New Pledgor otherwise has rights” or using words of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the Specified Third Point Personnel (regardless like to be extracted or timber to be cut, a sufficient description of the manner real property to which such Pledged Collateral relates. The New Pledgor agrees to provide all information described in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof immediately preceding sentence to the extent containingAdministrative Agent promptly upon request by the Administrative Agent. This Joinder Agreement and any amendments, referringwaivers, relating toconsents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, based upon or derived from each of which when so executed and delivered shall be deemed to be an original, but all such informationcounterparts together shall constitute one and the same agreement. THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forthWITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant In order to Section 1(a)(viii) or 1(b) induce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into that certain that certain Stockholders Agreement by and among Investor, Yale University, The Vanderbilt University, Carnegie Corporation of New York, The Board of Trustees of the Support AgreementXxxxxx Xxxxxxxx Junior University, State Street Bank and Trust Company as Trustee for the Dupont Pension Trust and The Xxxxxxx and Xxxxx Xxxxxxx Foundation dated as of May 4October 15, 2014 2004 (effective as of August 15, 2004) as amended by First Amendment to Stockholders Agreement dated as of August 15, 2004, as the same may hereafter be modified in compliance with the terms of this Agreement (the “Stockholders Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized ; all capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms ascribed thereto in the Support Stockholders Agreement), pursuant to which we have (i) purchased shares of stock in Investor, which is a member in Borrower and (ii) committed to make cash contributions of capital (“Capital Contributions”) to Investor on the terms and subject to the conditions set forth in the Stockholders Agreement with an Aggregate Capital Commitment of $____________ (the our “Support AgreementCapital Commitment”), dated as of May 4, 2014, among the Company and Third Point. The Company understands and agrees that, subject which Capital Contributions are to be contributed by Investor to Borrower pursuant to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Operating Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in date hereof, our Remaining Capital Commitment is $____________, which it is furnished, including in written may be drawn upon the delivery of one or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof more Drawdown Notices pursuant to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), and in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forthStockholders Agreement.

Ladies and Gentlemen. This irrevocable resignation Reference is delivered pursuant made to Section 1(a)(viii) that certain security agreement (as amended, amended and restated, supplemented or 1(b) of the Support Agreementotherwise modified from time to time, dated as of May 4, 2014 (the “Security Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized ; capitalized terms used but not otherwise defined herein shall have the meanings given assigned to such terms in the Support Agreement (the “Support Security Agreement”), dated as of May 4August 3, 20142015, among made by XXXXXX & XXXXX EDUCATION, INC., a Delaware corporation (the Company and Third Point. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined“Borrower”), and may discuss the other Grantors party thereto in favor of BANK OF AMERICA, N.A., as collateral agent for the Credit Parties (in such information capacity and together with any and all successors in such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectivelycapacity, the “Specified Third Point PersonnelCollateral Agent”). This letter supplements the Security Agreement and is delivered by the undersigned, [ ] (the “New Grantor”), you agree pursuant to treat any Section 3.3 of the Security Agreement. The New Grantor hereby agrees to be bound as a Grantor by all of the terms, covenants and all information concerning or relating conditions set forth in the Security Agreement to the Company or any of its subsidiaries or affiliates same extent that is furnished it would have been bound if it had been a signatory to you or the Specified Third Point Personnel (regardless Security Agreement on the execution date of the manner in which it is furnishedSecurity Agreement. Without limiting the generality of the foregoing, including in written or electronic format or orallythe New Grantor hereby grants and pledges to the Collateral Agent, gathered as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by visual inspection acceleration or otherwise) by any Third Point Designeeof the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral and expressly assumes all obligations and liabilities of a Grantor thereunder. The New Grantor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Grantors contained in the Security Agreement and the Credit Agreement. Annexed hereto are supplements to each of the schedules to the Credit Agreement and Perfection Certificate with respect to the New Grantor. Such supplements shall be deemed to be part of the Security Agreement, the Credit Agreement, or the Perfection Certificate, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by or on behalf different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the Company or any Company Representativessame agreement. THIS AGREEMENT SHALL BE GOVERNED BY, together with the relevant portion of any notesAND CONSTRUED IN ACCORDANCE WITH, analysesTHE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.

Ladies and Gentlemen. This irrevocable resignation is delivered The undersigned refers to the Loan Agreement and hereby gives you notice irrevocably, pursuant to Section 1(a)(viii) or 1(b3.1.2(b) of the Support Loan Agreement, of the [conversion] [continuation] of the Loans specified herein, that: The date of the [conversion] [continuation] is , 20 , which is a Business Day. The aggregate amount of the proposed Loans to be [converted] is $ . to be [continued] is $ . The Loans are to be [converted into] [continued as] [LIBOR Loans] [Adjusted Base Rate Loans]. [The duration of the Interest Period for the LIBOR Loans included in the [conversion] [continuation] shall be [30, 60, 90 or 180 days.]] AMVAC CHEMICAL CORPORATION, a California corporation, on behalf of all Borrowers By: Name: Title: To: Bank of the West Date: [ ] [ ] Attn: [ ] Telecopy: [ ] Reference is hereby made to that certain Third Amended and Restated Loan and Security Agreement, dated as of May 4August 5, 2014 2021 (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), by and among Sotheby’s and Third Point AMERICAN VANGUARD CORPORATION, a Delaware corporation (as defined therein“Holdco”). Capitalized terms used herein but not defined shall have , AMVAC CHEMICAL CORPORATION, a California corporation (the meaning set forth in “Borrower Agent”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the Agreement. Effective only uponlaw of the Netherlands (“AMVAC B.V.”, and subject totogether with the Borrower Agent, such each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto lenders (collectively, “Third Point” or Lenders”), and BANK OF THE WEST (“you” Bank of the West”), as administrative agent and each individuallycollateral agent for the Lenders (in such capacity, a together with its successors and assigns in such capacity, “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “CompanyAgent”). Capitalized terms used but in this Secured Bank Product Provider Agreement (this “Agreement”) and not otherwise defined herein shall have the meanings given ascribed to such terms them in the Support Loan Agreement. Reference is also made to that certain [describe the Bank Product Agreement or Agreements] (the “Support AgreementBank Product Agreement[s]”), dated as of May 4, 2014, among the Company by and Third Point. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he between [Lender or she desires to do so Affiliate of Lender] (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point PersonnelBank Product Provider”), you agree to treat any ) and all information concerning [Borrower or relating to the Company or any Subsidiary of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forthBorrower].

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant to Section 1(a)(viii) or 1(b) You are hereby notified that, in accordance with Sections 22 and 37 of the Support Repurchase Agreement, the party identified on Annex I attached hereto shall constitute a Buyer in respect of certain Mortgage Loans identified from time to time in the books and records of Administrative Agent that are subject to the Repurchase Agreement. In accordance with the provisions of Section 37 of the Repurchase Agreement, the information set forth on Annex I attached hereto constitutes the notice information with respect to such Buyer. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Repurchase Agreement. CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent By: Name: Title: Acknowledged and Consented to by: ROCKET MORTGAGE, LLC, as a Seller By: Title: Date: LEGAL02/41216309v6 ONE REVERSE MORTGAGE, LLC, as a Seller By: Title: Date: LEGAL02/41216309v6 Name: Address: Attention: Telephone: Facsimile: Email: LEGAL02/41216309v6 EXHIBIT M FORM OF SERVICER NOTICE [________________], as Servicer Attention: ___________ [ADDRESS] Re: Third Amended and Restated Master Repurchase Agreement, dated as of May 424, 2014 2017 (as amended or restated from time to time, the “Repurchase Agreement”), by and among Sotheby’s Rocket Mortgage, LLC (“Rocket Mortgage”), One Reverse Mortgage, LLC (“One Reverse” and Third Point together with Rocket Mortgage, the “Sellers”), Credit Suisse First Boston Mortgage Capital LLC (as defined thereinthe “Administrative Agent”), Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”) and Alpine Securitization LTD (“Alpine” and a “Buyer”). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors [___________________] (the “BoardServicer”) of Sotheby’s is servicing certain mortgage loans for [Rocket Mortgage][One Reverse] pursuant to that certain [TITLE AND DATE OF SERVICING AGREEMENT] (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Support Agreement (the “Support Servicing Agreement”)) between the Servicer and [Rocket Mortgage][One Reverse]. Pursuant to the Repurchase Agreement among Administrative Agent, dated as of May 4Buyers and Sellers, 2014, among the Company and Third Point. The Company understands and agrees that, Servicer is hereby notified that [Rocket Mortgage][One Reverse] has pledged to Administrative Agent certain mortgage loans which are serviced by Servicer which are subject to the terms of, and a security interest in accordance with, this letter agreement, each Third Point Designee may, if and to the extent he or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member favor of the Board to you and the Specified Third Point Personnel (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forthAdministrative Agent.

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant In order to Section 1(a)(viiiinduce Lenders to provide the Credit Facility to Borrower, the undersigned hereby acknowledges and agrees as follows: We have entered into (i) or 1(b) of that certain Stockholders Agreement by and among Pledgor, Acadia D.R. Management LLC and the Support AgreementMajor Stockholders (as defined therein), dated as of May 416, 2014 2012 (as the same may be further modified, amended, or restated from time to time, the “Stockholders Agreement”), by and among Sotheby’s and Third Point (as defined therein). Capitalized ; all capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve. This resignation may not be withdrawn by me at any time during which it is effective. Sincerely, Name: May 4, 2014 To: Each of the persons or entities listed on Schedule A hereto (collectively, “Third Point” or “you” and each individually, a “member” of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee to the Board of Directors (the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms ascribed thereto in the Support Stockholders Agreement) and (ii) a Subscription Agreement pursuant to which we have (a) purchased shares of stock in Pledgor, which is a member in Borrower and (b) committed to make cash contributions of capital (“Capital Contributions”) to Pledgor on the terms and subject to the conditions set forth in the Stockholders Agreement and our Subscription Agreement in the aggregate amount of $[________] (our “Capital Commitment”), which Capital Contributions are to be contributed by Pledgor to Borrower pursuant to the terms of the Operating Agreement. As of the date hereof, $[________] of our Capital Commitment has been called, $____________ (our “Unfunded Capital Commitment”), of our Capital Commitment remains to 703287387 12410180 be drawn upon the delivery of one or more Drawdown Notices pursuant to and in accordance with the Stockholders Agreement and our Subscription Agreement. We hereby agree that we shall deliver to Administrative Agent from time to time upon the request of Managing Member, Pledgor or Administrative Agent (i) either (A) our balance sheet as of the end of each fiscal year and the related statements of operations for such fiscal year reported on by our independent public accountants, or, if we have not retained public accountants to report on such statements, certified by an officer, or (B) such other financial statements and information as shall be acceptable to the Managing Member, in either case by the later to occur of (x) the date which is 120 days after the end of our fiscal year, and (y) the date we make such financial information available to our shareholders, directors, stakeholders, principals or lenders or such financial information becomes available to the public and (ii) a certificate setting forth our Unfunded Capital Commitment. We hereby acknowledge and agree that under the terms of and subject to the conditions set forth in the Stockholders Agreement, we are and shall remain unconditionally obligated to fund our Unfunded Capital Commitment required on account of calls for Capital Contributions duly made in accordance with the terms of the Stockholders Agreement (including, without limitation, subsequent calls for Capital Contributions made in connection with a shortfall in funds available to Borrower as a result of the failure of any other Stockholder or Managing Member to advance funds with respect to a call for Capital Contributions duly made). In addition, we hereby acknowledge and confirm to Administrative Agent, Lenders, Managing Member and Pledgor that we will make Capital Contributions to the extent of our Unfunded Capital Commitment, to be applied to the repayment of outstanding obligations under the Credit Agreement, whether such Capital Contributions are called by Managing Member, Pledgor or Administrative Agent for such purpose on behalf of Managing Member and Pledgor (whether or not any Person is then acting as Managing Member for Borrower or Manager for Pledgor) without, defense, counterclaim or offset of any kind, including without limitation any defense under Section 365 of the U.S. Bankruptcy Code, all of which we hereby waive. Notwithstanding anything to the contrary in the Stockholders Agreement or Operating Agreement, we hereby acknowledge and agree that (i) our obligation to fund our Unfunded Capital Commitment as and when requested by Administrative Agent is unconditional and (ii) Administrative Agent shall not be required to state any specific purpose or use of funds, deliver any supporting documentation whatsoever or comply with any formalities when making a Drawdown on our Unfunded Capital Commitment, except that such Drawdown must be made in writing. We hereby (i) acknowledge that Borrower, Managing Member and Pledgor, pursuant to the terms of the Stockholders Agreement and the Credit Agreement are making a collateral assignment to Administrative Agent for the benefit of Lenders of (i) our Capital Contributions; and the right to issue Drawdown Notices and call and receive all payments of all or any portion of our Unfunded Capital Commitment under the Stockholders Agreement to secure all loans and other extensions of credit made under the Credit Facility and all other obligations of Borrower under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), (ii) represent that as of the date hereof, (A) to the best of our knowledge there is no default or circumstance which with the passage of time and/or the giving of notice would 703287387 12410180 K-2 constitute a default under the Operating Agreement or the Stockholders Agreement, (B) the Stockholders Agreement, our Subscription Agreement and this Investor Consent is in full force and effect and enforceable against us in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors rights generally from time to time in effect and to general principles of equity, (C) we have the power and authority required to execute and deliver the Stockholders Agreement, our Subscription Agreement and this Investor Consent, and to perform our obligations thereunder and hereunder, and (D) we do not have any right of offset against, or reduction to, our obligation to fund our Unfunded Capital Commitment, (iii) acknowledge that for so long as the Credit Facility is in place, (A) we will not amend, modify, supplement, cancel, terminate, reduce or suspend any of the provisions of the Stockholders Agreement, our Subscription Agreement or the Operating Agreement relating to the Capital Commitments, the making of Capital Contributions or the incurrence of indebtedness or any other provisions that would adversely affect the rights of Administrative Agent or Lenders without your prior written consent, (B) a transfer of our interest in the Pledgor will require notice to you, and (C) that any claims that we may have against the Pledgor, the Managing Member or any other stockholder shall be subordinate to all payments due to you under the Credit Facility, and (iv) acknowledge that until otherwise instructed by Administrative Agent in writing, all future Capital Contributions made by us under the Stockholders Agreement and our Subscription Agreement will be made by wire transfer to the following account opened and maintained by Borrower with the Administrative Agent (the “Support Collateral Account”) which Borrower has also pledged as security for the Obligations (as such term is defined in the Credit Agreement”)): Bank: Bank of America, dated N.A. Account Number: [_________] ABA Number: [_________] Reference: Acadia Strategic Opportunity Fund IV LLC Collateral Account Contact Person: [_________] We hereby acknowledge that for so long as of May 4the Credit Agreement is in effect, 2014we are obligated, among under the Company terms and Third Point. The Company understands and agrees that, subject to the limitations and conditions set forth in the Stockholders Agreement and our Subscription Agreement, to honor any Drawdown Notice delivered to us in the name of the Administrative Agent on behalf of Lenders, without setoff, counterclaim or defense by funding the applicable portion of our Capital Commitment into the Collateral Account, provided such Drawdown Notice is delivered for the purpose of paying due and payable obligations of the Borrower to Lenders under the Credit Facility and states on its face that it is delivered for such purpose. We understand that Lenders and Administrative Agent will be relying upon the statements and agreements made herein in connection with making the Credit Facility available to Borrower and, accordingly hereby acknowledge that Capital Contributions we make under the Stockholders Agreement and our Subscription Agreement will not satisfy our obligation to fund our Capital Commitment unless such Capital Contributions are paid into the above account (unless we are otherwise instructed by Administrative Agent as described above). We hereby acknowledge that the terms ofof the Credit Agreement and of each other Loan Document (as defined therein) can be 703287387 12410180 K-3 modified without further notice to us or our consent; provided, however, that in no event shall any modification of the Credit Agreement or any Loan Document alter our rights or obligations under the Stockholders Agreement or our Subscription Agreement without our written consent. In addition, we understand that the Credit Agreement and this Investor Consent shall be for the benefit of Administrative Agent, Lenders, and Lenders' successors and assigns, and that this Investor Consent will remain in effect until we are notified jointly by Administrative Agent and Managing Member that the Credit Facility has been terminated. We also acknowledge and confirm that (a) we understand that Lenders have not been involved in the organization of Pledgor or offering of Pledgor’s equity interests, or made any representation in connection therewith, (b) we are not relying on Lenders in any way in connection with our investment in Pledgor and (c) Lenders have no obligation to provide us with any financial, tax or other information pertaining to Pledgor or any other Person. This letter shall be governed by, and construed in accordance with, the laws of the State of New York. This letter may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. The undersigned irrevocably (a) agrees that any suit action or other legal proceeding arising out of or relating to this letter agreementmay be brought in the courts of the United States of America located in the Southern District of New York or in the state courts of the State and County of New York, (b) consents to the jurisdiction of each Third Point Designee maysuch court in any such suit, if action or proceeding, (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, (d) consents to the service of any and all process in any such suit, action or proceeding by the service of copies or such process to the undersigned at the address provided on the signature page hereto, as the same may be changed by written notice to the Administrative Agent from time to time. [We represent and warrant that: (i) we are subject to commercial law with respect to our obligations under the Stockholders Agreement and this Investor Consent; (ii) the making and performance of the Stockholders Agreement and this Investor Consent constitute private and commercial acts rather than governmental or public acts, and that neither we nor any of our properties or revenues has any right of immunity from suit, court jurisdiction, execution of a judgment or from any other legal process with respect to our obligations under the Stockholders Agreement and this Investor Consent. To the extent that we may hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to the Stockholders Agreement, or this Investor Consent to claim any such immunity, and to the extent he that in any such jurisdiction 703287387 12410180 K-4 there may be attributed to us such an immunity (whether or she desires to do so (and subject to his or her fiduciary dutiesnot claimed), confidentially disclose information he or she obtains while serving as a member of the Board we hereby irrevocably agree not to you claim and the Specified Third Point Personnel (as hereinafter defined), and may discuss hereby irrevocably waive such information with any and all such persons, subject immunity to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or the Specified Third Point Personnel (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered fullest extent permitted by visual inspection or otherwise) by any Third Point Designee, or by or on behalf of the Company or any Company Representatives, together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forthapplicable law.]

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant We make reference to Section 1(a)(viiithe 5-Year Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") or 1(b) of the Support Agreement, dated as of May 4April 30, 2014 2003 among The Pepsi Bottling Group, Inc. (the “Agreement”"Company"), by Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and among Sotheby’s and Third Point the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director Subsidiary of the Company and from any and all committees a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Board on which I serveCredit Agreement until such designation is terminated in accordance with said Section 2.17. This resignation may not be withdrawn by me at any time during which it is effective. SincerelyThe Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, Name: May 4adheres to the Credit Agreement and agrees and confirms that, 2014 To: Each upon your execution and return to the Company of the persons enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or entities listed on Schedule A hereto (collectively, “Third Point” or “you” amending any provision of the Credit Agreement and further agrees that the Agent and each individuallyLender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), a “member” (b), (c) and (d) of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee Credit Agreement are true as if each reference therein to the Board Company were a reference to the Borrowing Subsidiary Form of Directors (Designation Letter and as if each reference therein to the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given Loan Documents were a reference to such terms in the Support Agreement (the “Support Agreement”), dated as of May 4, 2014, among the Company and Third Pointthis Designation Letter. The Company understands Borrowing Subsidiary hereby agrees that this Designation Letter and agrees that, subject to the terms ofCredit Agreement shall be governed by, and construed in accordance with, this letter agreement, each Third Point Designee may, if and the law of the State of New York. The Borrowing Subsidiary hereby submits to the extent he nonexclusive jurisdiction of any New York state court or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member Federal court of the Board to you and the Specified Third Point Personnel (as hereinafter defined)United States of America sitting in New York City, and may discuss such information with any and all such personsappellate court from any thereof, subject to the terms and conditions in any action or proceeding arising out of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to this Designation Letter, the Company Credit Agreement or for recognition or enforcement of any of its subsidiaries judgment. The Borrowing Subsidiary irrevocably waives, to the fullest extent permitted by law, any objection which it may now or affiliates that is furnished hereafter have to you or the Specified Third Point Personnel (regardless laying of the manner venue of any such proceeding brought in which such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it is furnishedby service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Credit Agreement. Without limiting the foregoing, including the Borrowing Subsidiary joins in written or electronic format or orallythe submission, gathered by visual inspection or otherwise) by any Third Point Designeeagreements, or by or on behalf waivers and consents in Section 8.11 and 8.12 of the Company or any Company RepresentativesCredit Agreement. THE PEPSI BOTTLING GROUP, together with the relevant portion INC. By: ____________________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ____________________________________ Name: Title: Form of any notesDesignation Letter ACCEPTED: JPMORGAN CHASE BANK, analysesas Agent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT E FORM OF SUBSTITUTION LETTER ____________, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.____ To JPMorgan Chase Bank as Agent Attention: Xxxxxx Xxxxxx

Ladies and Gentlemen. This irrevocable resignation is delivered pursuant We make reference to Section 1(a)(viiithe 364-Day Credit Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement") or 1(b) of the Support Agreement, dated as of May 4April 30, 2014 2003 among The Pepsi Bottling Group, Inc. (the “Agreement”"Company"), by Bottling Group, LLC (the "Guarantor"), JPMorgan Chase Bank, as administrative agent (the "Agent"), and among Sotheby’s and Third Point the banks party thereto (the "Initial Lenders"). Terms defined in the Credit Agreement are used herein as defined therein. The Company hereby designates [______________] (the "Borrowing Subsidiary"). Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as Third Point, together with all of the Third Point Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) an aggregate Net Long Position of at least 3,324,999 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of the Common Stock then outstanding, I hereby resign from my position as a director Subsidiary of the Company and from any and all committees a corporation duly incorporated under the laws of [_______________] as a Borrower in accordance with Section 2.17 of the Board on which I serveCredit Agreement until such designation is terminated in accordance with said Section 2.17. This resignation may not be withdrawn by me at any time during which it is effective. SincerelyThe Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of a Borrower under the Credit Agreement, Name: May 4adheres to the Credit Agreement and agrees and confirms that, 2014 To: Each upon your execution and return to the Company of the persons enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if it had originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions contemplated thereby and for the purposes of modifying or entities listed on Schedule A hereto (collectively, “Third Point” or “you” amending any provision of the Credit Agreement and further agrees that the Agent and each individuallyLender may conclusively rely on the foregoing authorization. The Borrowing Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference therein to Delaware were a reference to its jurisdiction of organization), a “member” (b), (c) and (d) of Third Point) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Third Point Designee Credit Agreement are true as if each reference therein to the Board Company were a reference to the Borrowing Subsidiary Form of Directors (Designation Letter and as if each reference therein to the “Board”) of Sotheby’s (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given Loan Documents were a reference to such terms in the Support Agreement (the “Support Agreement”), dated as of May 4, 2014, among the Company and Third Pointthis Designation Letter. The Company understands Borrowing Subsidiary hereby agrees that this Designation Letter and agrees that, subject to the terms ofCredit Agreement shall be governed by, and construed in accordance with, this letter agreement, each Third Point Designee may, if and the law of the State of New York. The Borrowing Subsidiary hereby submits to the extent he nonexclusive jurisdiction of any New York state court or she desires to do so (and subject to his or her fiduciary duties), confidentially disclose information he or she obtains while serving as a member Federal court of the Board to you and the Specified Third Point Personnel (as hereinafter defined)United States of America sitting in New York City, and may discuss such information with any and all such personsappellate court from any thereof, subject to the terms and conditions in any action or proceeding arising out of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Specified Third Point Personnel”), you agree to treat any and all information concerning or relating to this Designation Letter, the Company Credit Agreement or for recognition or enforcement of any of its subsidiaries judgment. The Borrowing Subsidiary irrevocably waives, to the fullest extent permitted by law, any objection which it may now or affiliates that is furnished hereafter have to you or the Specified Third Point Personnel (regardless laying of the manner venue of any such proceeding brought in which such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Borrowing Subsidiary further agrees that service of process in any such action or proceeding brought in New York may be made upon it is furnishedby service upon the Borrower at the "Address for Notices" specified below its name on the signature pages to the Credit Agreement. Without limiting the foregoing, including the Borrowing Subsidiary joins in written or electronic format or orallythe submission, gathered by visual inspection or otherwise) by any Third Point Designeeagreements, or by or on behalf waivers and consents in Section 8.11 and 8.12 of the Company or any Company RepresentativesCredit Agreement. THE PEPSI BOTTLING GROUP, together with the relevant portion INC. By: ____________________________________ Name: Title: [NAME OF BORROWING SUBSIDIARY] By: ____________________________________ Name: Title: Form of any notesDesignation Letter ACCEPTED: JPMORGAN CHASE BANK, analysesas Agent By: ___________________________________ Name: Title: Form of Designation Letter EXHIBIT E FORM OF SUBSTITUTION LETTER ____________, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.____ To JPMorgan Chase Bank as Agent Attention: Xxxxxx Xxxxxx