Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. Xxxxxxx agrees that, without the prior written approval of at least a majority of the members of the Board who are not Designated Directors, neither Xxxxxxx nor any of its Affiliates or representatives will, directly or indirectly: (a) in any way acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratus; (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (f) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stock.

Standstill Agreement. Xxxxxxx SGASH agrees that, without until the prior written approval of at least a majority earlier of the members date that is thirty (30) months following the date of the Board who are not Designated Directorsclosing of the IPO or the date on which it holds less than five percent (5%) of the outstanding Common Stock of Xxxxx Inc., neither Xxxxxxx SGASH nor any of its Affiliates or representatives willwill in any manner, directly or indirectly, unless the same shall have been specifically invited in writing by the Company: (a) in any way acquireeffect, or seek, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter intoeffect, cause or participate in (other than by voting or tendering its shares of Common Stock), or otherwise be involved in any way assist any other Person to effect or part ofseek, offer or propose (whether publicly or otherwise) to effect or participate in (other than by voting or tendering its shares of Common Stock), (i) any acquisition transactionof any securities (or beneficial ownership thereof) of the Company or any Cowen Subsidiary, (ii) any tender or exchange offer, merger or other business combination relating to all or part of Stratus involving the Company or any of its subsidiaries Cowen Subsidiary, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) makeCowen Subsidiary, or in any way participate in, (iv) any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under used in the proxy rules of the Securities and Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)Commission) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, vote any voting securities of Stratusthe Company; (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (fb) form, join or in any way participate in (other than by voting or tendering its shares of Common Stock) a “group” (within as defined under the meaning of Section 13(d)(3Exchange Act) that proposes to do any of the Exchange Act and the rules and regulations thereunder) foregoing with respect to Stratus Common Stock or other debt or equity securities of Stratusthe Company; (c) otherwise act, or seek, propose or otherwise act alone or in concert with others, to influence or seek to control the management, board Board of directors Directors or policies of Stratus; the Company (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this other than as contemplated by Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.42.1); or (id) take initiate any actions which would be inconsistent discussions or enter into any arrangements with any third party with respect to any of the purpose and intent of this Section 3.4foregoing; provided provided, however, that nothing in this Section 3.4 6.1 shall prevent Xxxxxxx limit ordinary course activities of SGASH or its Affiliates from voting any shares wholly-owned Subsidiaries that do not have the effect or intent of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon circumventing the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stockforegoing.

Standstill Agreement. Xxxxxxx agrees thatUntil the Termination Date, the Engaged Group shall not, and shall cause each of its Affiliates and Associates not to, directly or indirectly, in any manner, alone or in concert with others: (a) (i) acquire, cause to be acquired, or offer, seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining or forming a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act (as defined below)), through swap or hedging transactions or otherwise (the taking of any such action, an “Acquisition”), Beneficial Ownership of any securities or assets of the Company (or any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) such that after giving effect to any such Acquisition, the Engaged Group or any of its Affiliates and Associates holds, directly or indirectly, in excess of 9.9% of the Voting Securities, (ii) acquire, cause to be acquired or offer, seek or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of the Company or (iii) acquire, cause to be acquired or offer, seek or agree to acquire, ownership (including Beneficial Ownership) of any asset or business of the Company or any right or option to acquire any such asset or business from any person, in each case other than securities of the Company; (b) (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any action in respect of the removal of any director (in each case other than pursuant to Section 1), (ii) seek or knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director (in each case other than pursuant to Section 1), (iii) submit, or seek or knowingly encourage the submission of, any shareholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any other business before, any Shareholder Meeting, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Shareholder Meeting, (v) publicly seek to amend any provision of the Amended and Restated Articles of Incorporation, the Amended and Restated By-Laws or other governing documents of the Company (each as may be amended from time to time) or (vi) take any action similar to the foregoing with respect to any subsidiary of the Company; (c) solicit any proxy, consent or other authority to vote of shareholders or conduct any other referendum (binding or non-binding) (including any “withhold,” “vote no” or similar campaign) with respect to, or from the holders of, Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any person (other than the Company) in, any “solicitation” (as such term is defined in Rule 14a-1 promulgated under the Exchange Act) of any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter); (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any Shareholder Meeting or as otherwise permitted by Section 1(d)(iii)) or (ii) deposit or agree or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities (including a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (e) knowingly encourage, advise or influence any person or knowingly assist any person in so encouraging, advising or influencing any person, with respect to the giving or withholding of any proxy, consent or authority to vote any Voting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no,” or similar campaign); (f) without the prior written approval of at least the Board, separately or in conjunction with any other person in which it is or proposes to be either a majority of principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose, suggest or recommend publicly or in a manner that the members of the Board who are not Designated DirectorsEngaged Group is required under applicable law, neither Xxxxxxx nor rule or regulation to disclose publicly or participate in, effect or seek to effect, any of its Affiliates Extraordinary Transaction or representatives will, directly or indirectly: (a) knowingly encourage any other third party in any way acquiresuch activity; provided, offer however, that nothing in this Section 2 shall be interpreted to prohibit the Engaged Group from proposing, suggesting or propose recommending any Extraordinary Transaction privately to acquire the Company so long as any such action is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratusperson; (bg) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agreeform, offerjoin, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part encourage the formation of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratus; (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (f) form, join or in any way participate in a “group” partnership, limited partnership, syndicate or group (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunderAct) with respect to Stratus Common Stock any Voting Securities (other than a group that includes all or some of the members of the Engaged Group, but does not include any other debt entities or equity securities persons that are not members of Stratusthe Engaged Group as of the date hereof; provided that nothing herein shall limit the ability of an Affiliate of the Engaged Group to join such group following the execution of this Agreement, or seek, propose or otherwise act alone or in concert with others, so long as any such Affiliate agrees to influence or control be bound by the management, board terms and conditions of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoingthis Agreement); (h) bring make or publicly advance any action request or otherwise act proposal to contest the validity of this Section 3.4 or seek a release of the restrictions contained hereinamend, or make a request to amend modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided that the Engaged Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (i) make a request for a list of the Company’s shareholders or for any books and records of the Company pursuant to Section 3.4302A.461 of the Minnesota Business Corporation Act; or (ij) take enter into any actions which would be discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or encourage, assist, solicit, seek, or seek to cause any person to undertake any action inconsistent with this Section 2. Notwithstanding anything in this Agreement to the purpose and intent contrary, the foregoing provisions of this Section 3.4; provided 2 shall not be deemed to restrict the Engaged Group from: (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (ii) communicating privately with shareholders of the Company and others in a manner that does not otherwise violate this Section 2 or Section 5, or (iii) making any public disclosure necessary to comply with any Legal Requirement. Furthermore, for the avoidance of doubt, nothing in this Section 3.4 Agreement shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates be deemed to restrict in any manner; and provided, further, that nothing way the New Directors in clauses (b), (c), (d) or (e) the exercise of this Section 3.4 shall apply to any Designated Director solely in his or her capacity their fiduciary duties under applicable law as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member directors of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockCompany.

Standstill Agreement. Xxxxxxx agrees that, without the prior written approval of at least a majority of the members of Unless approved in advance in writing by the Board who are not Designated of Directors, neither Xxxxxxx Investor nor any of its Affiliates or representatives willshall, for the period ending on the earlier of (i) the Closing and (ii) August 18, 2018, directly or indirectly, alone or in concert with any other Person: (a) in make any way acquirestatement or proposal to the Board of Directors, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus Company’s Representatives or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) makeCompany’s shareholders regarding, or in make any way participate inpublic announcement, proposal, or offer (including any “solicitation” of “proxies” (as such terms are defined under or used in Regulation 14A under of the Exchange Act) with respect to, disregarding clause or otherwise solicit, seek, or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender offer, exchange offer, or similar transaction involving the Company or any of its Subsidiaries, (ii) any restructuring, recapitalization, liquidation, or similar transaction involving the Company or any of its Subsidiaries, (iii) any acquisition of any of the Company’s debt securities, Equity Securities or assets, or rights or options to acquire interests in any of the Company’s loans, debt securities, Equity Securities, or assets (other than pursuant to the Option) or (iv) any proposal to seek representation on the Board of Rule 14a-1(l)(2) and including any Directors or otherwise exempt solicitation pursuant seek to Rule 14a-2(b)) control or consents to voteinfluence the management, Board of Directors, or seek to advise or influence any person or entity with respect to policies of the voting of, any voting securities of StratusCompany (other than as provided in this Agreement); (eb) call instigate, encourage, or seek to call a meeting of the shareholders of Stratus or initiate assist any stockholder proposal for action by shareholders of Stratus; third party (f) form, join or in any way participate in including forming a “group” (within the meaning of Section 13(d)(3with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the Exchange Act and the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or actions set forth in concert with others, to influence or control the management, board of directors or policies of StratusSection 5.6(a); (gc) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring take any action that would reasonably be expected to require the Company or otherwise act any of its Affiliates to contest the validity of this Section 3.4 or seek make a release public announcement regarding any of the restrictions contained herein, or make a request to amend or waive any provision of this actions set forth in Section 3.45.6(a); or (id) take acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any actions which would be inconsistent with debt securities, Equity Securities, or assets of the purpose and intent Company or any of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx its Subsidiaries, or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx rights or its Affiliates options to acquire interests in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for Company’s debt securities, Equity Securities, or assets (other than pursuant to the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockOption).

Standstill Agreement. Xxxxxxx EnCap (on behalf of itself and any other entity it controls) agrees thatthat it shall not, and since the date hereof it has not, directly or indirectly, through its Subsidiaries or Affiliates or otherwise, without the prior written approval of at least a majority consent of the members of the Board who are not Designated DirectorsSpecial Committee, neither Xxxxxxx nor in any of its Affiliates or representatives will, directly or indirectlymanner: (a) in any way acquire, offer or propose agree to acquire or agree make any proposal or offer to acquireacquire (except as contemplated by the Contribution Agreement), Beneficial Ownership any additional securities or property of or interests in Acquiror Parent or any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and of its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common StockSubsidiaries, or (y) any other debt rights or equity securities of Stratusoptions to acquire any such securities, property or interests; (b) commence Transfer, or enter into any tender contract, option, agreement or exchange offer for other arrangement or understanding with respect to the Transfer of any of the Covered Shares or any other equity securities in Acquiror Parent held, directly or indirectly, by EnCap or beneficial ownership or voting power thereof or therein (including by operation of Stratuslaw), except as contemplated by this Agreement; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in make any proposal (except for the Contribution Agreement and the transactions contemplated thereby) or part ofoffer with respect to any merger, any acquisition transactionconsolidation, merger business combination, reorganization or other business combination relating to all or part of Stratus or similar transaction involving Acquiror Parentor any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businessesSubsidiaries; (d) amend or propose to amend the certificate of incorporation of Acquiror Parent (other than as expressly agreed under the Contribution Agreement), or the organizational documents of any Subsidiary of Acquiror Parent; (e) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under used in Regulation 14A promulgated under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) vote or consents to voteconsent, or seek to advise or influence any person or entity Person with respect to the voting of, or granting of a consent with respect to, any voting securities of Stratus; (e) call or seek to call a meeting interests in Acquiror Parent or any of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratusits Subsidiaries; (f) cause Acquiror Parent or any of its Subsidiaries to issue any additional securities or interests or to take or propose to take, directly or indirectly, any action described in clauses (a), (b), (c), (d) or (e) above, except as permitted pursuant to the Contribution Agreement; (g) vote or give consent with respect to any security of or interest in Acquiror Parent or any of its Subsidiaries in favor of any transaction, proposal, offer or amendment described in clauses (a), (b), (c) or (d) above if such transaction, proposal, offer or amendment was not approved and recommended to security holders or interest holders by the Special Committee; (h) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunderAct) with respect to Stratus Common Stock any securities of or interests in Acquiror Parent other than any “group” pursuant to which EnCap is included as disclosed pursuant to any Schedule 13D filed with the Securities and Exchange Commission on or prior to the date of this Agreement; (i) enter into, propose or solicit any arrangement or understanding with another Person other than this Agreement pursuant to which EnCap or any of its respective Affiliates may vote or consent, or direct or influence the voting or failure to vote or consenting or failure to consent, of any security of or interest in Acquiror Parent not owned of record on the date hereof by EnCap or such Affiliates; (j) provide, or act as agent for the purpose of obtaining, debt or equity securities of Stratusfinancing for any transaction described in clauses (a), or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus(c) above; (gk) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (il) take propose, agree to, promote, solicit or publicly announce its willingness to undertake or support any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month periodforegoing, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% or advise, assist or encourage any other Person in connection with any of the issued and outstanding shares of Stratus Common Stockforegoing.

Standstill Agreement. Xxxxxxx In consideration of the Confidential Information being furnished to the Receiving Party, the Receiving Party agrees that, without until eighteen (18) months from the prior written approval of at least a majority date hereof, the Receiving Party shall not, and shall cause its affiliates and its and their respective Representatives with knowledge of the members of the Board who are Transaction not Designated Directors, neither Xxxxxxx nor any of its Affiliates or representatives willto, directly or indirectly: , alone or in concert with others: (a) in any way acquire, acquire or offer or propose to acquire or agree to acquire, Beneficial Ownership by purchase or otherwise, (i) any voting securities or securities convertible into or exchangeable for voting securities of the Company or its affiliates (or acquire or offer or agree to acquire beneficial ownership of any such securities) or (xii) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% any assets, businesses or properties of the outstanding shares of Stratus Common Stock, Company or (y) any other debt or equity securities of Stratus; its affiliates; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in make any public announcement or part ofsubmit a proposal or offer (with or without conditions) with respect to, any acquisition transactiontender or exchange offer, merger or business combination, recapitalization, restructuring, liquidation, dissolution or other business combination relating to all or part of Stratus extraordinary transaction, or any of licensing, distribution or other commercial arrangement, involving the Company, its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries affiliates or any of their respective businesses; securities, assets, businesses or properties; (dc) makeadvise, seek to influence or control, in any manner whatsoever (including by proxy or consent solicitation, obtaining representation on the board of directors or otherwise), the management, board of directors, policies or affairs of the Company or its affiliates, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, or giving of consents with respect to, any voting securities of Stratus; (e) call the Company or seek to call a meeting of the shareholders of Stratus its affiliates, or initiate or support any stockholder proposal for action by shareholders of Stratus; with respect to the Company or its affiliates; (fd) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) as such term is used in Rule 13d-5 of the Securities Exchange Act and of 1934, as amended) in connection with any of the rules and regulations thereunderforegoing; (e) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a any request to waive or amend any provision of this Agreement or otherwise take any action if in the sole judgment of the Company such request or action may require public disclosure by the Company; or (f) enter into any discussions, arrangements or understandings with, or otherwise assist, advise or encourage (including by providing or arranging financing for that purpose), any other person with respect to any of the foregoing. The Receiving Party also agrees during such eighteen (18) month period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 3.4; or paragraph (i) take any actions which would be inconsistent with the purpose and intent of including this Section 3.4; provided that nothing sentence). Notwithstanding anything in this Section 3.4 shall prevent Xxxxxxx paragraph to the contrary, it is understood and agreed that the Receiving Party may invest in the securitization pools of the Company or its Affiliates from voting affiliates at any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stocktime.

Standstill Agreement. Xxxxxxx The Investor agrees that, without the prior written approval of at least a majority of the members of Company, until the Board who are not Designated Directorsdate that is twelve months from the Closing Date, neither Xxxxxxx the Investor nor any of its Affiliates or representatives will, directly or indirectly: (a) in any way acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock Voting Securities if such acquisition would result in Xxxxxxx the Investor and its Affiliates having Beneficial Ownership of 9.9% or more than 24.9% of the outstanding shares of Stratus voting securities (including the Common Stock of the Company and, for the avoidance of doubt, for purposes of calculating Beneficial Ownership of the Investor and its Affiliates hereunder, (x) any security that is convertible into, or exercisable for, any such voting securities or Common Stock that is Beneficially Owned by the Investor or its Affiliates shall be treated as fully converted or exercised, as the case may be, into the underlying voting securities or Common Stock, or and (y) any security convertible into, or exercisable for, the Common Stock that is Beneficially Owned by any person other debt than the Investor or equity securities any of Stratusits Affiliates shall not be taken into account), other than solely as a result of the exercise of any rights or obligations set forth in this Agreement; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus the Company or any of its subsidiaries the Company Subsidiaries or any acquisition transaction for all or part of the assets of Stratus the Company or any of its subsidiaries Company Subsidiary or any of their respective businesses; (dc) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(214a-1(1)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratusthe Company or any Company Subsidiary; (ed) call or seek to call a meeting of the shareholders stockholders of Stratus the Company or any of the Company Subsidiaries or initiate any stockholder shareholder proposal for action by shareholders stockholders of Stratus; (f) the Company or any of the Company Subsidiaries, form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratusany Voting Securities, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board Board of directors Directors or policies of Stratus;the Company or any Company Subsidiaries; or (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (he) bring any action or otherwise act to contest the validity of this Section 3.4 4.1 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or4.1; (i) take Section 4.1(a) shall not apply to any actions investment activity related to employee benefit or retirement plans conducted in the ordinary course of business by any portfolio company with respect to which would be inconsistent with such Investor is not the purpose and intent party exercising control over either the day to day operations of this Section 3.4such portfolio company or the decision to purchase Voting Securities; provided that nothing such Investor does not (A) directly or indirectly provide or make available to such entity any non-public information concerning the Company or any Company Subsidiary and such portfolio company is not acting at the request or direction of or in this Section 3.4 shall prevent Xxxxxxx coordination with such Investor or (B) cause such portfolio company or its Affiliates directors, officers, managers, members or other representatives to take any action that Investor would be prohibited from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any mannerdoing hereby; and provided, further, that nothing in clauses (b), (c), (d) or (e) ownership of this Section 3.4 shall apply such shares is not attributed to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, such Investor under 12 C.F.R. Part 225 and (ii) Xxxxxxx and nothing in this Section 4.1 shall prevent the Investor or its Affiliates from voting any Voting Securities then Beneficially Owning less than 5.0% of Owned by the issued and outstanding shares of Stratus Common StockInvestor or its Affiliates in any manner.

Standstill Agreement. Xxxxxxx agrees The Stockholders covenant and agree that, without the prior written approval of at least a majority of the members consent of the Board who are not Designated Directorsof Directors of the Company and other than with respect to the conversion of the Preferred Stock, neither Xxxxxxx nor any of its Affiliates or representatives willthe Stockholders shall not, directly or indirectly: , alone or through or with others: (a) in any way acquire, offer or propose to acquire acquire, or agree to acquire, Beneficial Ownership of directly or indirectly, by purchase or otherwise, any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, securities or (y) any other debt direct or equity securities of Stratus; (b) commence any tender or exchange offer for indirect rights to acquire any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter intothe Company, or otherwise be involved any successor to or person in or part ofcontrol of the Company, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any subsidiary or division thereof or of its subsidiaries any such successor or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; controlling person; (db) make, or in any way participate inparticipate, directly or indirectly, in any “"solicitation” " of “"proxies” " to vote (as such terms are defined under Regulation 14A under used in the rules of the U.S. Securities and Exchange Act, disregarding clause Commission (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b"SEC")) or consents to vote), or seek to advise or influence any person or entity with respect to the voting of, of any voting securities of Stratus; (e) call the Company, or seek to call a meeting influence or control the policies or management of the shareholders Company or any subsidiary or a division thereof; (c) make any public announcement with respect to a proposal for, or submit an offer of Stratus (with or initiate without conditions), any stockholder proposal for action by shareholders extraordinary transaction involving the Company, any of Stratus; its subsidiaries or divisions or of any of their respective securities or assets; (fd) form, join or in any way participate in a “"group” (within the meaning of " as defined in Section 13(d)(3) of the Securities Exchange Act and of 1934, as amended ("Exchange Act"), in connection with any of the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus; foregoing; (ge) publicly announce request the Company or disclose any intentionof its Representatives, plan directly or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained hereindirectly, or make a request to amend or waive any provision of this Section 3.4paragraph; or or (if) take enter into any actions which would be inconsistent discussions, negotiations, arrangements or understandings with any third party with respect to any of the purpose and intent of this Section 3.4; provided that nothing foregoing. The references in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares paragraph to the rules of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; the SEC and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 the Exchange Act shall apply to any Designated Director solely in his for all purposes under this Agreement whether or her capacity as not the Company has registered a director class of Stratus. The provisions of securities under Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member 12 of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockExchange Act.

Standstill Agreement. Xxxxxxx (a) Each Investor agrees that, from and after Closing, without the prior written approval of at least a majority of the members of the Board who are not Designated DirectorsCompany, neither Xxxxxxx such Investor nor any of its such Investor’s Affiliates or representatives will, directly or indirectly: (ai) in any way acquirepurchase, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter intopurchase, or otherwise be involved in or part acquire beneficial ownership of, any acquisition transactionEquity Securities (as hereinafter defined), merger debt securities or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for substantially all or part of the assets of Stratus or any of its subsidiaries or any of their respective businessesthe Company; (dii) make, (A) make or in any way participate in, in any “solicitation” solicitation of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents proxies to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting Voting Shares or other securities of Stratus; the Company or any of its Subsidiaries, (eB) call seek or seek propose to call a meeting influence, advise, change or control the management, Board of Directors, policies, affairs or strategy of the shareholders Company or any of Stratus its Subsidiaries, in each case by way of any public communication intended for such purpose (it being understood that this clause (B) shall not prohibit Sagard from complying with its fiduciary and contractual obligations or initiate exercising its rights under Section 4.3 or any stockholder Board Representative from performing his or her duties as a director of the Company), (C) make or encourage others to make a proposal for any transaction which would result in a Change of Control (as defined below) or (D) take any action by shareholders of Stratus; (f) to form, join or in any way participate in any partnership, syndicate or other group (as defined in Rule 13d-5(b)(1) under the Exchange Act, as in effect on the date hereof) with respect to Equity Securities or debt securities with a view to circumventing the provisions of this Section 4.1 or otherwise act in concert with any person for the purpose of circumventing the provisions of this Agreement; (iii) deposit any Equity Securities in a voting trust or similar agreement or subject any Equity Securities to any arrangement or agreement with respect to the voting of such Equity Securities, in each case with a view to circumventing the restrictions imposed on such Investor under Section 4.1; provided, however, that this Section 4.1(a)(iii) shall not prohibit any such arrangement solely among such Investor and any of the controlled Affiliates of such Investor; (iv) propose (or publicly announce or otherwise disclose an intention to propose), solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other person with respect to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; provided, that nothing set forth in this Section 4.1(a)(iv) shall prohibit such Investor from soliciting, offering, seeking to effect and negotiating with any person with respect to Transfers of Equity Securities otherwise permitted by this Article IV; (v) publicly or privately make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement; or (vi) announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any person to do, any of the actions restricted or prohibited under subparagraphs (a)(i) through (v) above. (b) Notwithstanding anything in this Agreement, the foregoing provisions of Section 4.1(a) shall not prohibit activities of any Investor or the Affiliates of such Investor in the ordinary course of their respective businesses which would otherwise violate the provisions of Section 4.1(a) (such activities, “permitted activities”) provided that (i) appropriate “information barriers” are established between (A) individuals who are working on behalf of such Investor and its Subsidiaries’ and its Representatives to whom confidential information regarding the Company is disclosed hereunder and (B) those individuals who engage in permitted activities which “information barriers” will prevent confidential information regarding the Company from being disclosed to such individuals, (ii) such permitted activities are conducted only in accordance with the policies and procedures governing such information barriers and with applicable law, (iii) the individuals engaging in permitted activities are not acting at the direction of such Investor or any of its Representatives to whom confidential information regarding the Company has been disclosed hereunder and (iv) such activities are not undertaken with a view to circumventing the provisions of Section 4.1. (c) Each Investor’s obligations under Sections 4.1(a) shall terminate on the earliest of (a “Standstill Termination Date”): (i) the date on which such Investor and its Affiliates beneficially own less than 10% of the issued and outstanding Voting Shares; (ii) the date on which the Company’s Board of Directors (x) publicly recommends that shareholders tender their shares to any person who has publicly announced or commenced a tender or exchange offer which, if consummated, would result in a Change of Control, or (y) fails to recommend that shareholders reject such an offer within ten (10) business days after its public announcement (including a public filing) or commencement or otherwise fails to make a “stop-look-and-listen” communication to the stockholders of the Company within such time period; (iii) the public announcement (including a public filing) by the Company that it is “for sale” in a transaction, or that it recommends a proposed transaction, that would result in a Change of Control; (iv) the execution by the Company of a definitive agreement which, if consummated, would result in a Change of Control; (v) the public announcement (including a public filing) by or on behalf of any person (other than such Investor and its Affiliates) or “group” (within the meaning of ”, as such term is defined in Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder(other than any group that includes such Investor or any of its Affiliates) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained hereincommencement of a bona fide proxy or consent solicitation to elect or remove a majority of the Board of Directors which is not, within ten (10) days after the announcement of such proxy or make a request consent solicitation, publicly opposed by the Board of Directors; (vi) failure of any individual who is duly designated by Sagard and duly qualified to amend or waive any provision of this Section 3.4; or (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity serve as a director Board Representative on the Board of Stratus. The provisions of Directors as provided in Section 3.4 shall terminate, and shall be of no further force or effect, upon the last 4.3 to occur of (i) the first date on which no Designated Director shall have been become a member of the Board of Directors which failure results from a breach by the Company of its obligations under Section 4.3; or (vii) the date the Common Stock ceases to trade on NASDAQ. A “Change of Control” shall be deemed to have occurred (i) if any person or group (other than such Investor and its Affiliates) shall acquire beneficial ownership of more than 50% of the Voting Shares issued and outstanding (it being understood, for removal of doubt, that the preceding six-month periodtransactions contemplated hereby and by the Equity Investment Agreement do not, and by themselves, constitute a Change of Control), (ii) Xxxxxxx upon consummation of a merger or consolidation of the Company into or with another person (other than such Investor and its Affiliates Beneficially Owning Affiliates) in which the shareholders of the Company immediately prior to the consummation of such transaction shall own less than 5.050% of the issued and outstanding shares voting securities of Stratus Common Stockthe surviving person (or the parent of the surviving person where the surviving person is wholly owned by the parent person) immediately following the consummation of such transaction, or (iii) upon the consummation of the sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Company to another person other than a Company Subsidiary.

Standstill Agreement. Xxxxxxx agrees that(a) Except as specifically permitted or required by this Agreement, the Investor will not, directly or indirectly, without the prior written approval of at least a majority of the members of the Board who are not Designated of Directors, neither Xxxxxxx nor any of its Affiliates or representatives will, directly or indirectly: (ai) in any way acquireacquire (or offer, offer or propose to acquire or agree to acquire, Beneficial Ownership ) any shares of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) by any other debt or equity securities of Stratusmeans whatsoever; (bii) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter intoengage, or otherwise be involved become a participant, in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under in Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to votevote any shares of Common Stock; (iii) grant a proxy or otherwise transfer the right to vote any shares of Common Stock, other than to the Company’s designee(s) pursuant to a proxy solicitation conducted by or on behalf of the Board of Directors; (iv) act or seek to advise control or influence the management, the Board of Directors or policies of the Company (by seeking to call a stockholders meeting, proposing or nominating any person or entity with respect Person for election to the voting ofBoard of Directors, any voting securities submitting a proposal for action at a stockholders meeting or by consent of Stratusthe stockholders in lieu of a meeting, proposing a merger, statutory share exchange or other business combination or extraordinary corporate transaction, or otherwise); (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (f) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus; (gv) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (vi) advise, assist or encourage any other Persons in connection with any of the foregoing or to do any of the foregoing. (b) The obligations of the Investor under Section 4(a) shall terminate in the event (i) take any actions bona fide third party tender or exchange offer is publicly announced and commenced by any Person other than the Investor or an Affiliate of the Investor for at least 50% of the outstanding shares of Common Stock that is conditioned upon the offeror receiving tenders for at least 50% of the outstanding shares of Common Stock, or (ii) the Company enters into any agreement to merge or enter into a statutory share exchange with any Person other than the Investor or an Affiliate of the Investor following the closing of which the Common Stock would cease to be inconsistent with registered under the purpose Exchange Act. All of the provisions of Section 4(a) shall be reinstated and intent shall apply in full force according to their terms in the event that: (A) if the provisions of Section 4(a) shall have terminated as the result of clause (i), and such tender or exchange offer (as originally made or as amended or modified) shall have terminated without acquisition by the offeror of at least 50% of the outstanding shares of Common Stock; or (B) if the provisions of Section 4(a) shall have terminated as a result of clause (ii), such merger or share exchange agreement shall have been terminated prior to its closing. Upon reinstatement of the provisions of Section 4(a), the provisions of this Section 3.4; provided 4(b) shall continue to govern in the event that nothing any of the events described in this Section 3.4 4(b) shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates subsequently occur. (c) Except as otherwise provided in any manner; and provided, further, that nothing in clauses (bSection 4(b), (c), (d) or (e) the covenants in this Section 4 shall remain in effect until the one year anniversary of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockAgreement.

Standstill Agreement. Xxxxxxx agrees thatUntil the Termination Date, without the prior written approval of at least a majority of the members of the Board who are not Designated DirectorsEngaged Group shall not, neither Xxxxxxx nor any and shall cause each of its Affiliates or representatives willand Associates not to, directly or indirectly, in any manner, alone or in concert with others: (a) in any way (i) acquire, offer cause to be acquired, or propose to acquire offer, seek or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining or forming a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act (as defined below)), through swap or hedging transactions or otherwise (the taking of any such action, an “Acquisition”), Beneficial Ownership of any securities or assets of the Company (xor any direct or indirect rights or options to acquire such ownership, including voting rights decoupled from the underlying Voting Securities) Stratus Common Stock if such acquisition would result in Xxxxxxx and that after giving effect to any such Acquisition, the Engaged Group or any of its Affiliates having Beneficial Ownership and Associates holds, directly or indirectly, in excess of more than 24.99.9% of the outstanding shares Voting Securities, (ii) acquire, cause to be acquired or offer, seek or agree to acquire, whether by purchase or otherwise, any interest in any indebtedness of Stratus Common Stock, the Company or (yiii) acquire, cause to be acquired or offer, seek or agree to acquire, ownership (including Beneficial Ownership) of any asset or business of the Company or any right or option to acquire any such asset or business from any person, in each case other debt or equity than securities of Stratusthe Company; (b) commence (i) nominate, give notice of an intent to nominate, or recommend for nomination a person for election to the Board or take any tender action in respect of the removal of any director (in each case other than pursuant to Section 1), (ii) seek or exchange offer knowingly encourage any person to submit any nomination in furtherance of a “contested solicitation” or take any other action in respect of the election or removal of any director (in each case other than pursuant to Section 1), (iii) submit, or seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 or otherwise) for consideration at, or bring any securities other business before, any Stockholder Meeting, (iv) request, or knowingly initiate, encourage or participate in any request, to call a Stockholder Meeting, (v) publicly seek to amend any provision of Stratusthe Second Amended and Restated Certificate of Incorporation, Second Amended and Restated By-Laws (the “By-Laws”) or other governing documents of the Company (each as may be amended from time to time) or (vi) take any action similar to the foregoing with respect to any subsidiary of the Company; (c) enter into solicit any proxy, consent or agree, offer, propose other authority to vote of stockholders or seek conduct any other referendum (whether publicly binding or otherwisenon-binding) to enter into(including any “withhold,” “vote no” or similar campaign) with respect to, or otherwise be involved in or part from the holders of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) makeVoting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in, or knowingly assist, advise, initiate, encourage or influence any way participate person (other than the Company) in, any “solicitation” of “proxies” any proxy, consent or other authority to vote any Voting Securities (other than such assistance, advice, encouragement or influence that is consistent with the Board’s recommendation in connection with such matter); (i) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any Stockholder Meeting or as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(bpermitted by ‎Section 1(d)(ii)) or consents (ii) deposit or agree or propose to votedeposit any securities of the Company in any voting trust or similar arrangement, or seek subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities (including a voting agreement or pooling arrangement), other than (A) any such voting trust or arrangement solely for the purpose of delivering to the Company or its designee a proxy, consent or other authority to vote in connection with a solicitation made by or on behalf of the Company or (B) customary brokerage accounts, margin accounts and prime brokerage accounts; (e) knowingly encourage, advise or influence any person or entity knowingly assist any person in so encouraging, advising or influencing any person, with respect to the voting ofgiving or withholding of any proxy, consent or authority to vote any voting securities of Stratus; Voting Securities or in conducting any referendum (ebinding or non-binding) call (including any “withhold,” “vote no,” or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratussimilar campaign); (f) without the prior written approval of the Board, separately or in conjunction with any other person in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose, suggest or recommend publicly or in a manner that the Engaged Group is required under applicable law, rule or regulation to disclose publicly or participate in, effect or seek to effect, any Extraordinary Transaction or knowingly encourage any other third party in any such activity; provided, however, that nothing in this ‎Section 2 shall be interpreted to prohibit the Engaged Group from proposing, suggesting or recommending any Extraordinary Transaction privately to the Company so long as any such action is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (g) form, join join, encourage the formation of, or in any way participate in a “group” any partnership, limited partnership, syndicate or group (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunderAct) with respect to Stratus Common Stock any Voting Securities (other than a group that includes all or some of the members of the Engaged Group, but does not include any other debt entities or equity securities persons that are not members of Stratusthe Engaged Group as of the date hereof; provided that nothing herein shall limit the ability of an Affiliate of the Engaged Group to join such group following the execution of this Agreement, or seek, propose or otherwise act alone or in concert with others, so long as any such Affiliate agrees to influence or control be bound by the management, board terms and conditions of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoingthis Agreement); (h) bring make or publicly advance any action request or otherwise act proposal to contest the validity of this Section 3.4 or seek a release of the restrictions contained hereinamend, or make a request to amend modify or waive any provision of this Agreement, or take any action challenging the validity or enforceability of any provision of or obligation arising under this Agreement; provided that the Engaged Group may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by the Engaged Group and is made by the Engaged Group in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, the Engaged Group or any other person; (i) make a request for a list of the Company’s stockholders or for any books and records of the Company pursuant to Section 3.4220 of the Delaware General Corporation Law; or (ij) take enter into any actions which would be discussion, negotiation, agreement, arrangement or understanding concerning any of the foregoing (other than this Agreement) or encourage, assist, solicit, seek, or seek to cause any person to undertake any action inconsistent with this Section 2. Notwithstanding anything in this Agreement to the purpose and intent contrary, the foregoing provisions of this Section 3.4; provided 2 shall not be deemed to restrict the Engaged Group from: (i) communicating privately with the Board or any of the Company’s officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 2 or Section 5, or (iii) making any public disclosure necessary to comply with any Legal Requirement. Furthermore, for the avoidance of doubt, nothing in this Section 3.4 Agreement shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates be deemed to restrict in any manner; and provided, further, that nothing way the New Directors in clauses (b), (c), (d) or (e) the exercise of this Section 3.4 shall apply to any Designated Director solely in his or her capacity their fiduciary duties under applicable law as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member directors of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockCompany.

Standstill Agreement. Xxxxxxx The Investor agrees that, that without the prior written approval of at least a majority of the members of Company the Board who are not Designated Directors, neither Xxxxxxx nor any of its Affiliates or representatives willInvestor will not, directly or indirectly, through its subsidiaries or any other persons, or in concert with any person, or as a “group” (as defined in Section 13 of the Exchange Act) with any person: (a) in any way acquirepurchase, offer or propose to acquire purchase, or agree to acquire, Beneficial Ownership purchase or otherwise acquire “beneficial ownership” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, excluding any shares of Common Stock acquired pursuant to a conversion of the Convertible Preferred Stock or (y) any other debt or equity securities of Stratusas a dividend on such Convertible Preferred Stock; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” solicitation of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents proxies to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratusthe Company or any of its subsidiaries, or seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company by way of any public communication or other communications to securityholders intended for such purpose (in each case other than pursuant to the exercise of its rights set forth in Section 13 of the Certificate of Designations); (ec) call make a proposal for, or seek to call a meeting offer of (with or without conditions) any acquisition of or extraordinary transaction involving, the Company or any of the shareholders Company’s subsidiaries or any of Stratus their respective securities or initiate any stockholder proposal for action by shareholders of Stratus;assets; or (fd) formenter into any discussions, join negotiations, arrangements, or understandings with or form a group with, any other person in connection with such other person’s taking, planning to take, or seeking to take any way participate of the actions described in a “group” clauses (within the meaning of Section 13(d)(3a) through (c) of this Section 4.1 (other than the Exchange Act and actions described in clause (b) of this Section 4.1 pursuant to the rules and regulations thereunderexercise of its rights set forth in Section 13 of the Certificate of Designations) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act act, alone or in concert with others, to seek to control or (other than pursuant to the exercise of its rights set forth in Section 13 of the Certificate of Designations) influence the management or control policies of the managementCompany, board of directors of the Company or policies of Stratus; (g) publicly announce or disclose the Company, including any intention, plan or arrangement inconsistent with of the foregoing; (h) bring any action or otherwise act to contest the validity of Company’s subsidiaries. The Investor’s obligations under this Section 3.4 or seek a release 4.1 shall terminate on the later of (x) the third anniversary of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or Closing Date and (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (iy) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning Investor owns less than 5.02% of the issued and outstanding Common Stock (treating shares of Stratus Convertible Preferred Stock and other convertible, exchangeable or other equity-related securities of the Company that are beneficially owned by the Investor as fully converted into the underlying Common Stock); provided, that in no event shall the Investor’s obligations under this Section 4.1 remain in effect later than the seventh anniversary of the Closing Date.

Standstill Agreement. Xxxxxxx (a) During the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”), the Purchaser covenants and agrees that, without unless invited in writing with the prior written approval of at least a majority of the members whole Board of the Board who are not Designated Directors, neither Xxxxxxx nor it will not, and will not cause or permit any of its controlled Affiliates or representatives willto, directly or indirectly: (ai) in any way acquire, offer or propose to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Equity Securities (x) Stratus Common Stock if such acquisition would result other than Additional Shares acquired in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; accordance with paragraph (b) commence hereof or any tender Shares or exchange offer for Additional Shares pursuant to any securities of Stratus; (c) enter into or agreestock dividend, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger stock split or other business combination relating recapitalization or reclassification of the Common Stock or pursuant to any shareholder rights or similar plan) or any other security, including any cash-settled option or other derivative security, that transfers all or part any portion of Stratus the economic benefits or risks of the ownership of Equity Securities to the Purchaser or any of its subsidiaries controlled Affiliates; (ii) make any statement or any acquisition transaction for all or part of proposal to the assets of Stratus Company or any of its subsidiaries or any of their respective businesses; (d) makethe Company’s stockholders regarding, or in make any way participate inpublic announcement, proposal or offer (including any “solicitation” of “proxies” (as such terms are defined under or used in Regulation 14A under of the Exchange Act) with respect to, disregarding or otherwise solicit or effect, or seek or offer or propose to effect (whether directly or indirectly, publicly or otherwise) (A) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its Subsidiaries, (B) any restructuring, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, including any divestiture, break-up or spinoff, or (C) any acquisition of any of the Company’s or its Subsidiary’s equity securities or rights or options to acquire interests in the Company’s or its Subsidiary’s equity securities; (iii) negotiate, have any discussions or act in concert with, or advise or knowingly finance, assist or encourage, any other Person in connection with any of the actions set forth in clauses (i) and (ii) above (it being understood that, without limiting the generality of the foregoing, the Purchaser and its controlled Affiliates will not be permitted to act as a joint bidder or co-bidder with any other Person with respect to any of the actions set forth in clause (ii) above); (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to voterequest, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratus; (e) call or seek to call a meeting of the shareholders stockholders of Stratus or initiate the Company, nominate any individual for election as a director of the Company at any meeting of stockholders of the Company, submit any stockholder proposal for action (pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise) to seek representation on the Board of Directors or any other proposal to be considered by shareholders the stockholders of Stratusthe Company, or publicly recommend that any other stockholder vote in favor of, or otherwise publicly comment favorably about, or solicit votes or proxies for, any such nomination or proposal submitted by another stockholder of the Company, or otherwise publicly seek to control or influence the Board of Directors, management or policies of the Company; (fv) formdeposit any shares of the voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement, join pooling arrangement or similar arrangement; (vi) take any action which would reasonably be expected to require the Company or any of its Affiliates to make a public announcement regarding any of the actions set forth in this paragraph (a); or (vii) request that the Company, directly or indirectly, amend, waive or terminate any provision of this paragraph (a) (including this sentence), unless and until the Person seeking such amendment, waiver or termination has received the prior written invitation or approval of the Company. (b) Notwithstanding paragraph (a) hereof, the Purchaser will be entitled to purchase, from time to time in one or more transactions, in the open market or in privately negotiated transactions with holders of outstanding shares of Common Stock, additional shares of Common Stock (any way participate such shares so acquired, the “Additional Shares”); provided that, when taken together with all other shares of Common Stock Beneficially Owned by the Purchaser and its controlled Affiliates at the time such transaction is consummated, such purchase will not as of the time of such purchase result in the Purchaser and its controlled Affiliates being the Beneficial Owner of more than 38% of the aggregate number of shares of Common Stock outstanding, as reported in the most recent report filed by the Company with the Securities and Exchange Commission containing such information as of such time. (c) For the purposes of this Section 4.7, a Person will be deemed the “groupBeneficial Owner” of, to “Beneficially Own” or have “Beneficial Ownership” of any securities (within the meaning and correlative terms will have correlative meanings): (i) which such Person or any of such Person’s Affiliates beneficially own, directly or indirectly, for purposes of Section 13(d)(313(d) of the Exchange Act and Regulations 13D and 13G thereunder; (ii) which such Person or any of such Person’s Affiliates has (A) the rules and regulations thereunderright to acquire (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both) with respect pursuant to Stratus Common Stock any agreement, arrangement or other debt understanding (whether or equity securities of Stratusnot in writing), or seekupon the exercise of conversion rights, propose exchange rights, warrants, options or otherwise act or ( B) the right to vote, alone or in concert with others, pursuant to influence any agreement, arrangement or control understanding (whether or not in writing); (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates has any agreement, arrangement or understanding (whether or not in writing) for the managementpurpose of acquiring, board holding, voting or disposing of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release securities of the restrictions contained hereinCompany; or (iv) which are the subject of, or make a request the reference securities for or that underlie any derivative transaction entered into by such Person, or derivative security (including options) acquired by such Person, which gives such Person the economic equivalent of ownership of an amount of such securities due to amend the fact that the value of the derivative is directly or waive indirectly determined by reference to the price or value of such securities, without regard to whether (A) such derivative conveys any provision voting rights in such securities to such Person, (B) the derivative is required to be, or capable of this Section 3.4; or being, settled through delivery of such securities or (iC) take any actions which would be inconsistent with such Person may have entered into other transactions that hedge the purpose and intent economic effect of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any such derivative. In determining the number of shares of Stratus Common Stock then deemed Beneficially Owned by Xxxxxxx virtue of the operation of clause (iv) above, the subject Person will be deemed to Beneficially Own (without duplication) the number of shares that are synthetically owned pursuant to such derivative transactions or its such derivative securities. The number of shares that are synthetically owned will be the notional or other number of shares in respect of such derivative transactions or securities that is specified in a filing by such Person or any of such Person’s Affiliates with the Commission or in the documentation evidencing such derivative transactions or securities, and in any manner; and provided, further, that nothing case (or if no such number of shares is specified in clauses (bany filing or documentation), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of reasonably determined by the Board for of Directors in good faith to be the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% number of the issued and outstanding shares of Stratus Common Stock.that are synthetically owned pursuant to such derivative transactions or securities

Standstill Agreement. Xxxxxxx The Purchaser hereby agrees that, without that during the prior written approval of at least a majority of the members of the Board who are not Designated DirectorsStandstill Period, neither Xxxxxxx the Purchaser nor any of its Affiliates or representatives willshall, directly or indirectly, in any manner, acting alone or in concert with others (or solicit, request, advise, assist or encourage others to) take any of the actions set forth in Section 3.2(i) through 3.2(xi) below: (ai) in any way acquire, offer nominate or propose any candidates for the Board or seek to acquire change or agree to acquire, Beneficial Ownership alter the composition or size or membership of the Board or the removal or replacement of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership director or call or seek the call of more than 24.9% any meeting of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratusstockholders; (bii) commence submit a shareholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934, directly or indirectly, to the Company or seek any tender referendum or exchange offer the like by the shareholders of the Company; (iii) file a proxy or consent statement in opposition to the Company or otherwise obtain or solicit proxies or consents from any shareholders of the Company or be a participant in or make any solicitation for a matter relating to the Board; (iv) enter into any contract, arrangement or understanding with any person with respect to any securities of Stratusthe Company, including but not limited to any acquisition of any securities (or beneficial ownership thereof), joint venture, loan or option agreement, put or call, guarantee of loans, guarantee of profits or division of losses or profits; (cv) commence or enter into any tender offer or agree, exchange offer, propose or seek (whether publicly or otherwise) to enter intomerger, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus extraordinary transaction involving the Company or any of its subsidiaries or subsidiaries, including any acquisition transaction for all or part to acquire a majority of the assets of Stratus the Company or any otherwise effect a change of its subsidiaries or any control of their respective businessesthe Company; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratus; (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (fvi) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of as defined under the Exchange Act and the rules and regulations thereunderAct) with respect to Stratus Common Stock the Company or other debt or equity securities of Stratusits securities; (vii) otherwise act, or seek, propose or otherwise act alone or in concert with others, to seek to influence or control the management, board of directors Board or policies of Stratusthe Company or take any action to seek the removal of any member of the Board, change the size of the Board, obtain additional representation on the Board, or take any other action related to the management or the Board; (gviii) publicly announce or disclose any intention, plan plan, proposal or arrangement or other matter inconsistent with its obligations under this Section 3.2 (provided that this clause (viii) shall not prohibit a confidential, non-public disclosure with respect to the foregoingmatters for which a waiver may be sought under clause (xi) below); (hix) bring effect or seek (including, without limitation, entering into any discussions, negotiations, agreements or understandings with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way, advise, assist or encourage any other person or entity in connection with any action or otherwise act to contest the validity of which it is prohibited from taking under this Section 3.4 3.2 or seek which is inconsistent with its obligations under this Section 3.2 (including via any supporting public statement with respect thereto or any adverse public statement regarding the Company or the Board or any of its members); (x) knowingly take any action which would, or would reasonably be expected to, force the Company to make a release public announcement (or result in the Company making a public announcement) regarding any of the restrictions contained hereintypes of the foregoing matters; or (xi) request, directly or indirectly, any amendment or waiver or modification of, or make a request to amend or waive deviation from, any provision of this Section 3.4; or 3.2 (iincluding this sentence) take or any actions which would be inconsistent with the purpose and intent other provision of this Section 3.4; Agreement by the Company or any of its agents or representatives (provided that nothing in this clause (xi) shall not prohibit the Purchaser from confidentially requesting from the Board of the Company an amendment, waiver or modification, or deviation, from this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates 3.2 to permit it to engage in any manner; and provided, further, that nothing in a transaction subject to clauses (b), (c), (div) or (ev) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stockabove).

Standstill Agreement. Xxxxxxx agrees You agree that, during the Standstill Period (as defined below), you and your Representatives acting on your behalf or in concert with you, shall not, without the prior written approval of at least a majority consent of the members Company’s board of the Board who are not Designated Directors, neither Xxxxxxx nor any of its Affiliates or representatives willdirectors, directly or indirectly: : (a) in any way acquire, offer or propose to acquire acquire, or agree to acquire, Beneficial Ownership of by purchase or otherwise, any (x) Stratus Common Stock if such acquisition would result equity securities or assets, or rights or options to acquire interests in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% any of the outstanding shares of Stratus Common Stock, or (y) any other debt or Company’s equity securities of Stratus; or assets, (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate inparticipate, in any “solicitation” of “proxies” to vote (as such terms are defined under Regulation 14A under used in the proxy rules of the Securities and Exchange Act, disregarding clause (ivCommission) securities of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to votethe Company, or seek to advise or influence any person or entity with respect to the voting of, any voting of any securities of Stratus; the Company, (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (fc) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act and the rules and regulations thereunder) of 1934, as amended, with respect to Stratus Common Stock any voting securities of the Company, (d) make any public announcement with respect to or make or submit a proposal or offer (with or without conditions) for the securities or assets of the Company or any merger, tender offer, business combination, exchange offer, restructuring, recapitalization or liquidation involving the Company or any of its subsidiaries (each, an “Extraordinary Transaction”), (e) submit or effect any filing or application, or seek to obtain any permit, consent or agreement, approval or other debt action, required by or from any regulatory agency with respect to an acquisition of the Company or any of its equity securities or assets or an Extraordinary Transaction, (f) call or seek to have called any meeting of Stratusthe stockholders of the Company, or seek, propose or (g) otherwise act alone or in concert with others, others to influence or seek to control the management, board of directors or policies of Stratus; (g) publicly announce the Company, seek to place a representative on the board of directors or disclose seek the removal of any intentionmember of the board of directors, plan or arrangement inconsistent with the foregoing; (h) bring require any action waiver, modification, termination or otherwise act to contest the validity amendment of this Section 3.4 12 except as provided hereby or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (i) take propose any actions which would be inconsistent with of the purpose foregoing unless and intent until such proposal is specifically invited by the board of directors of the Company in writing. The “Standstill Period” means the period beginning on the date of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; Agreement and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, terminating upon the last earlier to occur of (i) eighteen months from the first date hereof, (ii) the announcement or consummation of a transaction involving the Company, or (iii) the date on which no Designated Director the Company becomes insolvent or the subject of a bankruptcy or insolvency proceeding; provided, however, that if the Company enters into a confidentiality or other agreement with another party, and such agreement contains provisions less restrictive than those set forth in this Paragraph 12, whether in terms of length of Standstill Period, scope or otherwise, then the Company will promptly notify you in writing of such less restrictive terms, and you shall be bound only by such less restrictive terms. Nothing in this Agreement shall prohibit you from exercising any of your rights under any Versa Capital Management, LLC January 7, 2014 agreement to which you are or become a party. You further acknowledge and agree that you are aware (and that your Representatives who are apprised of this matter have been or will be advised) that the United States securities laws may prohibit any person who has material non-public information about a member company from purchasing or selling securities of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stockthat company.

Standstill Agreement. Xxxxxxx The Investor agrees that, that without the prior written approval of at least a majority of the members of Company the Board who are not Designated Directors, neither Xxxxxxx nor any of its Affiliates or representatives willInvestor will not, directly or indirectly, through its subsidiaries or any other persons, or in concert with any person, or as a “group” (as defined in Section 13 of the Exchange Act) with any person: (a) in any way acquirepurchase, offer or propose to acquire purchase, or agree to acquire, Beneficial Ownership purchase or otherwise acquire “beneficial ownership” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, excluding any shares of Common Stock acquired pursuant to a conversion of the Convertible Preferred Stock or (y) any other debt or equity securities of Stratusas a dividend on such Convertible Preferred Stock; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” solicitation of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents proxies to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratusthe Company or any of its subsidiaries, or seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company by way of any public communication or other communications to securityholders intended for such purpose (in each case other than pursuant to the exercise of its rights set forth in Section 13 of the Certificate of Designations); (ec) call make a proposal for, or seek to call a meeting offer of (with or without conditions) any acquisition of or extraordinary transaction involving, the Company or any of the shareholders Company’s subsidiaries or any of Stratus their respective securities or initiate any stockholder proposal for action by shareholders of Stratus;assets; or (fd) formenter into any discussions, join negotiations, arrangements, or understandings with or form a group with, any other person in connection with such other person’s taking, planning to take, or seeking to take any way participate of the actions described in a “group” clauses (within the meaning of Section 13(d)(3a) through (c) of this Section 4.1 (other than the Exchange Act and actions described in clause (b) of this Section 4.1 pursuant to the rules and regulations thereunderexercise of its rights set forth in Section 13 of the Certificate of Designations) with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act act, alone or in concert with others, to seek to control or (other than pursuant to the exercise of its rights set forth in Section 13 of the Certificate of Designations) influence the management or control policies of the managementCompany, board of directors of the Company or policies of Stratus; (g) publicly announce or disclose the Company, including any intention, plan or arrangement inconsistent with of the foregoing; (h) bring any action or otherwise act to contest the validity of Company’s subsidiaries. The Investor’s obligations under this Section 3.4 or seek a release 4.1 shall terminate on the later of (x) the third anniversary of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or Closing Date and (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (iy) the first date on which no Designated Director shall have been a member of the Board for Investor and any Permitted Transferee in the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning aggregate beneficially own less than 5.02% of the issued and outstanding Common Stock (treating shares of Stratus Convertible Preferred Stock and other convertible, exchangeable or other equity-related securities of the Company that are beneficially owned by the Investor or its Permitted Transferees as fully converted into the underlying Common Stock); provided, that in no event shall the Investor’s obligations under this Section 4.1 remain in effect later than the seventh anniversary of the Closing Date.

Standstill Agreement. Xxxxxxx Each Investor agrees thatthat until such time as such Investor no longer has a Qualifying Ownership Interest, without the prior written approval of at least a majority of the members of the Board who are not Designated DirectorsCompany, neither Xxxxxxx such Investor nor any of its Affiliates or representatives will, directly or indirectly: (a) in any way acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock Voting Securities if such acquisition would result in Xxxxxxx such Investor and its Affiliates having Beneficial Ownership of 15% or more than 24.9% of the outstanding shares of Stratus Common StockStock of the Company (counting as shares owned by such Investor all shares into which shares of Convertible Preferred Stock owned by such Investor are convertible), other than solely as a result of the exercise of any rights or (y) any other debt or equity securities of Stratusobligations set forth in this Agreement; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus the Company or any of its subsidiaries the Company Subsidiaries or any acquisition transaction for all or part of the assets of Stratus the Company or any of its subsidiaries Company Subsidiary or any of their respective businesses; (dc) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(214a-1(1)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratusthe Company or any Company Subsidiary; (ed) call or seek to call a meeting of the shareholders of Stratus the Company or any of the Company Subsidiaries or initiate any stockholder shareholder proposal for action by shareholders of Stratus; (f) the Company or any of the Company Subsidiaries, form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder) with respect to Stratus Common Stock or other debt or equity securities of Stratusany Voting Securities, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus;the Company or any Company Subsidiaries; or (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (he) bring any action or otherwise act to contest the validity of this Section 3.4 4.1 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.44.1; provided that without limiting each Investor’s obligation under Section 3.1(d), nothing in this Section 3.4 4.1 shall prevent Xxxxxxx any Investor or its Affiliates from voting any shares of Stratus Common Stock Voting Securities then Beneficially Owned by Xxxxxxx such Investor or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (ed) of this Section 3.4 4.1 shall apply to any Designated Director such Investor’s Board Representative solely in his or her capacity as a director of Stratus. The provisions the Company. (f) For purposes of Section 3.4 shall terminatethis Agreement, and a person shall be deemed to 1) “Beneficially Own” any securities of no further force or effectwhich such person is considered to be a “Beneficial Owner” under Rule 13d-3 under the Exchange Act. For purposes of this Agreement, upon the last to occur “Voting Securities” shall mean at any time shares of (i) the first date on which no Designated Director shall have been a member any class of capital stock of the Board for Company that are then entitled to vote generally in the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% election of the issued and outstanding shares of Stratus Common Stockdirectors.

Standstill Agreement. Xxxxxxx agrees that(a) From and after the Closing Date until the second anniversary thereof, without except with the prior written approval consent of at least the Buyer Board, the Stockholder shall not, and shall not permit any entity owned or controlled directly or indirectly by him, to: (i) directly or indirectly acquire, announce its intention to acquire, make any proposal to acquire, agree or offer to acquire ownership of any shares of Buyer Common Stock, or any other securities convertible into, or any options, warrants or rights to acquire any shares of Buyer Common Stock or any assets of Buyer (other than property acquired in the ordinary course of business) from the Buyer or any other person or entity; (ii) “solicit” or propose to “solicit” or participate in any “solicitation” of any, “proxy” (as such term is defined in Regulation 14A under the Exchange Act) from any holder of shares of Buyer Common Stock, become a “participant” in a “solicitation” in opposition to any matter that has been recommended by a majority of the members of the Board who are not Designated Directors, neither Xxxxxxx nor any of its Affiliates or representatives will, directly or indirectly: (a) in any way acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offerBuyer Board, propose or seek (whether publicly or otherwise) to enter intootherwise solicit stockholders of Buyer for approval of any stockholder proposal, or otherwise be involved seek to influence or control the management or policies of Buyer in his capacity as a stockholder of the Buyer; (iii) nominate for election as a director of the Buyer, or part ofvote his Buyer Shares for election as a director of the Buyer, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part person who is not nominated by the then incumbent directors of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act, disregarding clause Buyer; (iv) of Rule 14a-1(l)(2) and including vote his Buyer Shares against any otherwise exempt solicitation pursuant to Rule 14a-2(b)) proposal or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Stratus; (e) call or seek to call matter recommended by a meeting majority of the shareholders members of Stratus or initiate the Buyer Board for approval by the stockholders of the Buyer; (v) take any stockholder proposal for action by shareholders of Stratus; (f) to form, join in or in any way participate in a “group” any partnership, limited partnership or other Group (within the meaning of Section 13(d)(3) of as such term is defined under the Exchange Act and the rules and regulations thereunderAct) with respect to Stratus shares of Buyer Common Stock Stock; or (vi) assist or announce his intention to assist any other debt person or equity securities entity in doing any of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus;foregoing. (gb) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (hThe provisions of Section 8.5(a) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall not apply to any Designated Director solely actions, determinations or decisions taken or made by the Stockholder, in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, the Buyer and shall be of no further force or effect, terminate upon the last to occur consummation of (i) the first date on which no Designated Director shall have been a member Change in Control of the Board for Buyer. Nothing contained in this Section 8.5 shall restrict or impede the preceding six-month period, Stockholder’s ability in carrying out his duties and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% obligations as a director of the issued and outstanding shares of Stratus Common StockBuyer.

Standstill Agreement. Xxxxxxx agrees thatDuring the period commencing on the date of this Agreement and ending on the earlier of the termination of this Agreement or the Closing Date, except with respect to the transactions contemplated hereby and by the Related Documents, Buyer shall not, and shall cause any Person Controlled by Buyer not to, directly or indirectly, alone or in concert with others, without the prior written approval consent of at least a majority Seller or its Board of the members of the Board who are not Designated Directors: (i) effect, neither Xxxxxxx nor any of its Affiliates or representatives will, directly or indirectly: (a) in any way acquire, offer or propose to acquire or agree to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in Xxxxxxx and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares of Stratus Common Stock, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agree, offer, seek or propose to effect or seek (whether publicly acquire, or cause to be acquired, directly or indirectly, by purchase or otherwise) to enter into, or otherwise be involved ownership (including beneficial ownership as defined in or part of, any acquisition transaction, merger or other business combination relating to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part of the assets of Stratus or any of its subsidiaries or any of their respective businesses; (d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A Rule 13d-3 under the Exchange Act, disregarding clause (ivAct ) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant voting securities or direct or indirect rights or options to Rule 14a-2(b)) or consents to vote, or seek to advise or influence any person or entity with respect to the voting of, acquire any voting securities of Stratus; (e) call Seller, or seek of any successor to call a meeting or person in control of Seller, any of the shareholders assets or businesses of Stratus Seller, or initiate of any stockholder such successor or controlling person, or any bank debt, claims or other obligations, (ii) effect or agree, offer, seek or propose to effect any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Seller; (iii) seek or propose to influence or control the management or policies of Seller or to obtain representation on Seller’s Board of Directors, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities of Seller; (iv) make any public announcement with respect to, or submit a proposal for action by shareholders for, or offer of Stratus; (fwith or without conditions) any extraordinary transaction involving Seller or its securities or assets; (v) enter into any discussions, negotiations, arrangements or understandings with, or otherwise assist or encourage, any third party with respect to any of the foregoing, or otherwise form, join or in any way participate in a “group” (within the meaning of as defined in Section 13(d)(3) of the Exchange Act and Act) in connection with any of the rules and regulations thereunderforegoing; or (vi) seek or request permission or participate in any effort to do any of the foregoing or make, or seek permission to make, any public announcement with respect to Stratus Common Stock or other debt or equity securities of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors or policies of Stratus; (g) publicly announce or disclose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or (i) take any actions which would be inconsistent with the purpose and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent Xxxxxxx or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by Xxxxxxx or its Affiliates in any manner; and provided, further, that nothing in clauses (b), (c), (d) or (e) of this Section 3.4 shall apply to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a member of the Board for the preceding six-month period, and (ii) Xxxxxxx and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stock.