Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. ▇▇▇▇▇▇▇ agrees that, without the prior written approval of at least a majority of the members of the Board who are not Designated Directors, neither ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stock.

Standstill Agreement. ▇▇▇▇▇▇▇ agrees thatNeither the Purchaser nor any subsidiary or other controlled affiliate of the Purchaser (the "Purchaser Group") will, on or before the third anniversary of the Closing, without the prior written approval consent of at least a majority of the members of USAD's Board of Directors (the Board "Board") who are not Designated Directorsaffiliated with the Purchaser Group, neither ▇▇▇▇▇▇▇ nor do any of its Affiliates or representatives will, directly or indirectlythe following: (ai) in any way acquire, offer or propose agree to acquire any shares of Common Stock (or agree options or warrants to acquire, Beneficial Ownership or securities convertible into or exchangeable for, shares of any Common Stock) if, as a result of such acquisition, the Purchaser Group would beneficially own (xwithin the meaning of Rule 13d-3 under the Exchange Act) Stratus Common Stock if such acquisition would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership of more than 24.925% of the then outstanding shares of Stratus Common Stock; provided, or (y) however, that at least one-half of any other debt or equity securities shares of StratusCommon Stock that the Purchaser Group acquires in excess of the 2,142,857 shares contemplated herein and in the Put & Call Agreement may not be acquired by the Purchaser Group at a per share price of less than $7.00 and the balance of any such shares up to the 25% limit may not be acquired by the Purchaser Group at a per share price of less than $6.00; (bii) directly or indirectly 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 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” a solicitation (as such terms are defined under in Regulation 14A under the Exchange Act) of proxies either to oppose the election of any person to the Board or to seek the removal of any person from the Board, disregarding clause which person has been nominated by the Board or any nominating committee of the Board; (iii) directly or indirectly make or solicit or assist any third party to make a tender or exchange offer to purchase any shares of Common Stock or make any public announcement concerning, or submit any written proposal to the Board for a tender offer, exchange offer, merger, share exchange, acquisition of assets or similar transaction involving USAD; or (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, publicly 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 foregoing or make any action public announcement or otherwise act disclosure requesting the Board to contest the validity of amend, modify or waive 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stock7.

Standstill Agreement. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockCompany.

Standstill Agreement. ▇▇SGASH agrees that, until the earlier of the date that is thirty (30) months following the date of the closing of the IPO or the date on which it holds less than five percent (5%) of the outstanding Common Stock of ▇▇▇▇▇ agrees that, without the prior written approval of at least a majority of the members of the Board who are not Designated DirectorsInc., neither ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stockforegoing.

Standstill Agreement. ▇▇▇▇▇▇▇ agrees that(a) Until 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 ▇▇▇▇▇▇▇ 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: (ai) in any way (A) 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 (x) Stratus Common Stock if such acquisition would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership of more than 24.9% securities or assets of the outstanding shares of Stratus Common StockCompany (or any direct or indirect rights or options to acquire such ownership, or (yincluding voting rights decoupled from the underlying Voting Securities) such that after giving effect to any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agreesuch Acquisition, 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 Engaged Group or any of its subsidiaries Affiliates and Associates holds, directly or indirectly, in excess of 12.0% of the Voting Securities, (B) 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 (C) acquire, cause to be acquired or offer, seek or agree to acquire, ownership of any asset or business of the Company or any acquisition transaction for all right or part of the assets of Stratus option to acquire any such asset or business from any of its subsidiaries or any of their respective businessesperson; (dii) make(A) 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), (B) 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), (C) submit, or seek or knowingly encourage the submission of, any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at, or bring any other business before, any Stockholder Meeting, (D) request, or knowingly initiate, encourage or participate in any way participate request, to call a Stockholder Meeting, (E) publicly seek to amend any provision of the Charter, Third Amended and Restated By-Laws (the “By-Laws”) or other governing documents of the Company (each as may be amended from time to time) (in each case other than pursuant to Section 1) or (F) take any action similar to the foregoing with respect to any subsidiary of the Company; provided, however, that nothing in this Agreement shall prevent the Engaged Group or its Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the 2022 Annual Meeting so long as such actions do not create a public disclosure obligation for the Engaged Group or the Company and are undertaken on a basis reasonably designed to be confidential and in accordance in all material respects with the Engaged Group’s normal practices in the circumstances; (iii) solicit any proxy, consent or other authority to vote of stockholders 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” of “proxies” any proxy, consent or other authority to vote any Voting Securities (as other than such terms are defined under Regulation 14A under assistance, advice, encouragement or influence that is consistent with the Exchange Act, disregarding clause Board’s recommendation in connection with such matter); (iv) of Rule 14a-1(l)(2(A) and including 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 otherwise exempt solicitation pursuant to Rule 14a-2(bpermitted by Section 1(e)(ii)) or consents (B) 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 (I) 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 (II) customary brokerage accounts, margin accounts and prime brokerage accounts so long as a member of the Engaged Group retains the sole right to vote any such securities at any Stockholder Meeting; (v) 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 StratusVoting Securities or in conducting any referendum (binding or non-binding) (including any “withhold,” “vote no,” or similar campaign); (evi) call without the prior written approval of the Company, 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 call effect any Extraordinary Transaction or knowingly encourage any other third party in any such activity; provided, that nothing in this Section 2(a)(vi) 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 meeting of manner that would not reasonably be expected to require the shareholders of Stratus public disclosure thereof by the Company, the Engaged Group or initiate any stockholder proposal for action by shareholders of Stratusother person; (fvii) 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 Stratusthis Agreement); (gviii) make or publicly announce advance any request or disclose any intentionproposal to amend, 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 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; (ix) 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 DGCL; or (ix) 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. (b) 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ or its Affiliates be deemed to restrict in any manner; and provided, further, that nothing way the New Director 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 its 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 of the Board for the preceding six-month period, and (ii) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockCompany.

Standstill Agreement. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ NLAG and each Purchaser agrees thatthat until the earlier of (a) the Closing Date or (b) five (5) days after the termination of this Agreement pursuant to Article 8 hereof, other than with respect to the transactions contemplated by this Agreement, without the prior written approval of at least a majority consent of the members of the Board who are not Designated DirectorsCompany, neither ▇▇▇▇▇▇▇ nor any of its Affiliates or representatives willsuch Party will not, directly or indirectly: : (ai) in any way acquire, offer or propose to acquire acquire, or agree to acquire, Beneficial Ownership by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities of any (x) Stratus the Company exceeding, in the aggregate, on an as-exercised or as-converted basis if applicable, 50,000 shares of voting Common Stock if such acquisition would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership of more than 24.9% of the outstanding shares Company; (ii) except at the specific written request of Stratus Common Stockthe Company, or (y) any other debt or equity securities of Stratus; (b) commence any tender or exchange offer for any securities of Stratus; (c) propose to 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 involving the Company or to all or part of Stratus or any of its subsidiaries or any acquisition transaction for all or part purchase a material portion of the assets of Stratus or any of its subsidiaries or any of their respective businesses; the Company; (diii) 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 Exchange proxy rules of the 1934 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; the Company; (eiv) call solicit or seek permit any person or entity 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 “their "group” " (within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder1934 Act) with respect to Stratus Common Stock or other debt or equity any voting securities of Stratusthe Company; (v) otherwise act, or seek, propose or otherwise act alone or in concert with others, to seek to control or influence or control the management, board Board of directors Directors or policies of Stratus; the Company (gother than in Laikin's fiduciary capacity as a ▇▇▇▇▇▇▇r of the Company); (vi) publicly announce or refer to any proposal for an extraordinary corporate transaction involving the Company, or take any action for the purpose of requiring the Company to make a public announcement regarding the possibility of any such extraordinary corporate transaction; (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or advise, assist or encourage any other persons in connection 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 that the Company amend or waive any provision of the terms of this Section 3.410.10; or (viii) sell or transfer more than one percent (1%) of the total outstanding voting securities of the Company to any person, entity or "group" (within the meaning of Section 13(d)(3) of the 1934 Act), or sell or transfer any such voting securities to any such person, entity or group who or which, after the consummation of such sale or transfer, would beneficially own more than fourteen and nine-tenths percent (14.9%) of the total outstanding voting securities of the Company; or (ix) permit any of such Party's affiliates or associates or members of such Party's "group" (within the meaning of Section 13(d)(3) of the 1934 Act) to do any of the foregoing. The Parties agree and acknowledge that the provisions of this Section 10.10 shall be in addition to the standstill provisions contained in Section 14(a) of the March Letter Agreement to the extent it is in force (NLAG and the Purchasers assert that it is not, the Company asserts that it is) and to the extent it binds any of the Parties (NLAG and the Purchasers take the position that, if it is in force, it binds only the parties who executed it, the Company takes the position that the parties who executed the March Letter Agreement are responsible for causing their affiliates and associates to abide by it); provided, however, that the right of NLAG and the Purchasers contained in clause (i) take any actions which would be inconsistent with of the purpose and intent first sentence of this Section 3.4; provided that nothing 10.10 to purchase in this Section 3.4 shall prevent ▇▇▇▇▇▇▇ or its Affiliates from voting any the aggregate 50,000 shares of Stratus voting Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ shall be deemed to supercede any restriction to the contrary contained in Section 14(a) of the March Letter Agreement with respect only to purchases of Common Stock made or its Affiliates in any mannercommitted to be made prior to the termination of this Agreement; and provided, further, however, that nothing in clauses (b)the event this Agreement is validly terminated, (c), (d) or (eSection 14(a) of this Section 3.4 the March Letter Agreement shall apply to any Designated Director solely the Parties (if it has remained in his or her capacity as a director of Stratus. The force) to the extent such Parties were subject to the provisions of the March Letter Agreement as if Section 3.4 shall terminate, and shall be of no further force or effect, upon the last to occur of (i14(a) the first date on which no Designated Director shall have been a member of the Board for March Letter Agreement is no longer superceded as described herein with respect to any purchases of Common Stock committed to be made after the preceding six-month period, and (ii) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% termination of the issued and outstanding shares of Stratus Common Stockthis Agreement.

Standstill Agreement. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ any Investor or its Affiliates from voting any shares of Stratus Common Stock Voting Securities then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% election of the issued and outstanding shares of Stratus Common Stockdirectors.

Standstill Agreement. ▇▇▇▇▇▇▇ (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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ 6.4.1. Investor agrees thatthat for a period of five (5) years from the date of this Agreement (the "Standstill Period"), except as otherwise permitted or contemplated by this Agreement, Investor will not, directly or indirectly, nor will it permit any of its affiliates, as that term is defined in Section 3.2 hereof, to, from or after the date such person becomes an affiliate, without the prior written approval of at least a majority vote of the members directors of the Company's board of directors (a "Requisite Board Vote") who are not Designated the designated directors of the Investor or otherwise affiliates of Investor (the "Disinterested Directors, neither ▇▇▇▇▇▇▇ nor ") do any of its Affiliates or representatives will, directly or indirectlythe following: (a) in any way acquire, or offer or propose to acquire or agree to acquire, Beneficial Ownership whether by purchase, gift or by joining a partnership or other group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), any shares of the Company's common or preferred stock (x) Stratus Common collectively, the "Voting Stock"), securities convertible into, exchangeable for, or exercisable for Voting Stock if such acquisition which would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership the Investor holding in excess of more than 24.9% forty-five percent (45%) of the Company's outstanding shares securities on a fully diluted basis at the time of Stratus Common Stockany such proposed acquisition, or (y) any other debt or equity securities of Stratus;except as contemplated by this Agreement; or (b) commence any tender (i) solicit, initiate 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 participate in any way participate in, "solicitation" of "proxies" or become a "participant" in any “solicitation” of “proxies” "election contest" (as such terms are defined under or used in 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(b14a-2(b)(1)) or consents to vote); call, 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 call, for any special meeting of Section 13(d)(3) stockholders of the Exchange Act and the rules and regulations thereunder) Company (or take any action with respect to Stratus Common Stock acting by written consent of the stockholders); request or other debt take any action to obtain or equity retain any list of holders of any securities of Stratusthe Company; initiate or propose any stockholder proposal or participate in the making of, or seeksolicit stockholders for the approval of, propose one or more stockholder proposals relating to the Company's Voting Stock; (ii) deposit any Voting Stock in a voting trust or subject them to any voting agreement or arrangements, except as provided for herein; (iii) form, join, or in any way participate in a group with respect to any shares of Voting Stock, or any 1055(3).nks 9 November 10, 1997 securities the ownership thereof would make the owner a beneficial owner of Voting Stock; (iv) otherwise act alone to control or influence the Company or the management, the Disinterested Directors, policies or affairs of the Company; (v) disclose any intent, purpose, plan or proposal with respect to this Agreement or the Company, its affiliates or the board of directors, management, policies, or affairs or securities or assets of the Company or its affiliates that is securities or assets of the Company or its Affiliates that is not consistent with this Agreement or the Purchase Agreement, including any intent, purpose, plan or proposal that is conditioned upon, or that would require the Company or any of its Affiliates to make public disclosure relating to any such intent, purpose, plan, proposal or condition; or (vi) assist, advise, encourage or act in concert with othersany person with respect to, or seek to influence or control the managementdo, board any 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stock.

Standstill Agreement. ▇▇▇▇▇▇▇ The Investor agrees that, without the prior written approval of at least a majority of the members of the Board who are not Designated DirectorsCompany, neither ▇▇▇▇▇▇▇ the Investor nor any of its Affiliates or representatives will, directly or indirectly: (a) 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 ▇▇▇▇▇▇▇ 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) if, merger upon consummation of such purchase or other business combination relating to all acquisition, the Investor or part its Affiliates would have beneficial ownership of Stratus 20.0% or any of its subsidiaries or any acquisition transaction for all or part more of the assets issued and outstanding Voting Shares (as hereinafter defined), other than solely as a consequence of Stratus a reduction in the number of Equity Securities outstanding or as a result of the issuance of any Common Shares in respect of its subsidiaries Purchased Securities due to an adjustment or any share payment provisions in the Certificate of their respective businesses;Designations or this Agreement; or (di) make, 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 securities Voting Shares of Stratus;the Company or any of its subsidiaries, (ii) seek or propose to influence, advise, change or control the management, board of directors, policies, affairs or strategy of the Company or any of its subsidiaries, in each case by way of any public communication, or any communication to securityholders, intended for such purpose (it being understood that this clause (ii) shall not prohibit the Investor from exercising its rights under Section 3.7 or any Investor Representative from performing his or her duties as a director of the Company), (iii) make or encourage others to make a proposal for any transaction which would result in a Change of Control (as defined below) or (iv) enter into any agreements or understandings with any person (other than the Company or any of its subsidiaries) for the purpose of any of the actions described in clauses (i), (ii) and (iii) above. (ec) call or seek to call a meeting The Investor’s obligations under Sections 4.1(a) and 4.1(b) shall terminate on the earliest of: (i) the third anniversary of the Closing Date; (ii) the date on which the Investor and its Affiliates beneficially own less than 5% of the issued and outstanding Voting Shares; (iii) the date on which the Company’s board of directors (x) publicly recommends that shareholders of Stratus tender their shares to any person who has publicly announced or initiate any stockholder proposal for action by shareholders of Stratus; (f) formcommenced a tender or exchange offer that, join or in any way participate if consummated, would result in a Change of Control, or (y) fails to recommend that shareholders reject such offer within ten (10) business days after its public announcement or commencement; (iv) the public announcement by the Company that it is “for sale” in a transaction, or that it supports a proposed transaction, that would result in a Change of Control; (v) the execution by the Company of a definitive agreement that, if consummated, would result in a Change of Control, (vi) the public announcement by or on behalf of any person (other than 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 (other than any group that includes Investor or any of its Affiliates) of the rules and regulations thereunder) with respect commencement of a bona fide proxy or consent solicitation to Stratus Common Stock elect or other debt or equity securities remove a majority of Stratus, or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board of directors of the Company that is not, within ten (10) days after the announcement of such proxy or policies consent solicitation, publicly opposed by the Company’s board of Stratus; directors and that would, if successful, result in a Change of Control; or (gvii) publicly announce or disclose failure of any intention, plan or arrangement inconsistent individual who is duly designated by the Investor to serve as an Investor Representative to be elected and maintained as a director as provided in Section 3.7 (other than any such failure due to the failure of such individual to comply with the foregoing; requirements included in Section 3.7); (h) bring any action or otherwise act to contest the validity of this Section 3.4 or seek a release each of the restrictions contained herein, or make a request to amend or waive any provision of this Section 3.4; or events in clauses (i) take – (vii) above, a “Standstill Termination Event”). A “Change of Control” shall be deemed to have occurred (i) if any actions person (other than the Investor and its Affiliates) shall acquire beneficial ownership of more than 50% of the Voting Shares issued and outstanding, (ii) upon consummation of a merger or consolidation of the Company into or with another person (other than the Investor and its Affiliates) in which would be inconsistent with the shareholders of the Company immediately prior to the consummation of such transaction shall own less than 50% of the voting securities of the 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, (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 subsidiary of the Company or (iv) upon the adoption of a plan of liquidation or dissolution of the Company. (d) As used herein, “Equity Securities” means, at any time, all Voting Shares, Series A Shares and other securities of any person convertible into, or exchangeable or exercisable for, Voting Shares, in each case then issued and outstanding. “Voting Shares” means, at any time, all Common Shares, Series A Shares and other voting shares (if any) of the Company, in each case then issued and outstanding. As used herein, “beneficial ownership”, “beneficially own” and correlative terms have the meaning set forth in Rule 13d-3 and Rule 13d-5 under the Exchange Act and, for the avoidance of doubt, it is understood and agreed that the following shall apply for the purpose of calculating the beneficial ownership of Voting Shares of any person for any purpose hereunder: (i) any Equity Security (including any Series A Shares) that is convertible into, or exchangeable or exercisable for, any Voting Shares and intent is beneficially owned by such person or any of this Section 3.4; provided that nothing in this Section 3.4 shall prevent ▇▇▇▇▇▇▇ or its Affiliates from voting any shares shall be treated as fully converted, exchanged or exercised, as the case may be, into or for the underlying Voting Shares (regardless of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ when or its Affiliates in any manner; and providedon what conditions such conversion, further, that nothing in clauses (bexchange or exercise may occur), (c)ii) Equity Securities that are beneficially owned by such person and each of its Affiliates, (d) or (e) by any member of this Section 3.4 shall apply a group of which such person or any of its Affiliates is a member pursuant to any Designated Director solely in his or her capacity as a director of Stratus. The provisions of Section 3.4 shall terminatesaid Rule 13d-5, and shall be aggregated as if beneficially owned by such person and (iii) any Equity Security that is convertible into, or exchangeable or exercisable for, Voting Shares and is beneficially owned by any person other than such person or any of no further force its Affiliates shall not be taken into account. Notwithstanding the foregoing, solely for the purpose of calculating the Two Director Amount and the One Director Amount in Section 3.7, beneficial ownership of the Investor shall mean the beneficial ownership of the Investor and any controlled Affiliate of the Investor but shall not include beneficial ownership of any Affiliate that is not a controlled Affiliate of the Investor or effect, upon the last to occur of (i) the first date on which no Designated Director shall have been a any member of a group that is not the Board for the preceding six-month period, and (ii) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% Investor or any such controlled Affiliate of the issued and outstanding shares of Stratus Common StockInvestor.

Standstill Agreement. ▇▇▇▇▇▇▇ agrees thatYou will not do any of the following, directly or indirectly, without the prior written approval of at least a majority consent of the members Company’s Board of Directors (“the Board who are not Designated Directors, neither ▇▇▇▇▇▇▇ nor any of its Affiliates or representatives will, directly or indirectlyBoard”) for a period commencing on the Separation Date hereof and for two (2) years thereafter: (a) in any way acquire, offer or propose to a. acquire or agree seek to acquire, Beneficial Ownership of any (x) Stratus Common Stock if such acquisition would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership of the aggregate, more than 24.9% ten percent (10%) of the then outstanding shares of Stratus Common Stock, either the common stock or preferred stock (ythe “Voting Securities”) any other debt or equity securities of Stratusthe Company; b. solicit proxies (b) commence any tender or exchange offer for any securities of Stratus; (c) enter into or agreewritten consents), offer, propose or seek (whether publicly or otherwise) to enter into, 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 a “solicitation,” of “proxies” (as such terms are defined under in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A 14A, respectively, under the Securities Exchange Act of 1934 (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, join in 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 participate in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Act) soliciting proxies (or written consents) in each case with respect to any Voting Securities of the Company in opposition to the recommendation or proposal of the Board with respect to (i) the election of directors to the Board, (ii) any Section 14a-8 shareholder proposals to be voted on at an annual or special meeting of shareholders, or (iii) the amendment of any provision of the Company’s Articles of Incorporation or By-laws; c. nominate persons for election to, or seek to remove any person from, the Board or propose any other business at any annual or special meeting of shareholders, or solicit written consents to take any action that would require that notice to the Company be provided pursuant to Section 3.02 of the Company’s By-laws; d. seek to initiate or join in, directly or indirectly, any merger, consolidation, recapitalization, liquidation or other business combination that would be in opposition to the recommendation or proposal of the Board with respect thereto; e. seek to become an officer, a director or the Chairman of the Board of the Company or seek to remove any officer, director or general counsel of the Company; f. commence, encourage or support any derivative action in the name of the Company or any class action against the Company with respect to any facts or events relating to your resignation or the reasons therefor; g. knowingly take any action to (i) advise, assist, encourage or finance any person in connection with any of the foregoing, (ii) publicly suggest or announce a desire to engage in a transaction that would result in any of the foregoing, or (iii) waive, modify or amend any provision of this Paragraph 13; or h. make any comment on any bulletin board or other public medium in furtherance of any of the actions or matters referred to in subsections a. through g. above, or encourage any other person to make any comment on any bulletin board or other public medium in furtherance of any of the actions or matters referred to in subsections a. through g. above. Notwithstanding the foregoing, nothing in the Agreement shall prohibit or restrict you from: (i) voting any or all of your Voting Securities of the Company in your discretion; (ii) complying with any disclosure or other obligations under the rules and regulations thereunder) with respect to Stratus Common Stock of the SEC 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 laws; selling your shares 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockCompany’s stock.

Standstill Agreement. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common StockAgreement.

Standstill Agreement. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stocktime.

Standstill Agreement. ▇▇▇▇▇▇▇ Employee agrees that, without for the prior written approval of at least a majority period beginning on the closing of the members Apex Merger and ending at the close of business on the second anniversary of the Board who are not Designated Directorsclosing of the Apex Merger, neither ▇▇▇▇▇▇▇ Employee nor any of its Affiliates or representatives willhis affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the "1934 Act")) will in any manner, directly or indirectly: , (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 ▇▇▇▇▇▇▇ 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, effect or otherwise be involved cause or participate in or part ofin any way assist any other person to affect to seek, offer or propose (whether publicly or otherwise) to effect or cause or participate in (i) any acquisition transactionof any securities (or beneficial ownership thereof) or assets (other than non-material assets) of the Company or Holdco; (ii) any tender or exchange offer, merger merger, consolidation or other business combination relating involving the Company or Holdco; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to all the Company or part of Stratus Holdco or any of its subsidiaries or any acquisition transaction for all or part material portion of the assets Company's or Holdco's business; or (iv) any "solicitation" 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 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 Stratus; Holdco or 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; (fb) form, join or in any way participate in a “"group” " (within as defined under 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 the securities of StratusHoldco or the Company; (c) otherwise act, or seek, propose or otherwise act alone or in concert with others, to seek to control or influence or control the management, board Board of directors Directors or policies of Stratus; (g) publicly announce the Company or disclose Holdco or propose any intention, plan or arrangement inconsistent with the foregoing; (h) bring any action or otherwise act matter for submission to contest the validity a vote of this Section 3.4 or seek a release stockholders of the restrictions contained herein, Company or make a request to amend or waive any provision of this Section 3.4Holdco; or (id) take any actions which would be inconsistent with action to which, to the purpose and intent knowledge of this Section 3.4Employee requires the Company or Holdco to make a public announcement regarding any of the types of matters set forth in (a) above; provided that nothing in this Section 3.4 shall prevent ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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 enter into any discussions or arrangements with any third party with respect 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 foregoing or advise, assist, encourage, finance or seek to persuade others to take any action with respect to the preceding six-month periodforegoing. Notwithstanding anything to the contrary contained in this Amendment Agreement, and (ii) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less nothing in this Amendment Agreement shall prohibit Employee or his affiliates from purchasing any debt, or up to an aggregate of not more than 5.01.5% of any class of publicly traded equity securities of the issued and outstanding shares Company or of Stratus Common StockHoldco.

Standstill Agreement. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ Investor hereby agrees that, without for a period ending on the prior written approval earlier of at least one (1) years from the date of this Agreement or the occurrence of a majority of the members of the Board who are not Designated DirectorsSignificant Event (as defined below), neither ▇▇▇▇▇▇▇ the Investor nor any of its Affiliates affiliates or representatives to whom it has provided Confidential Information will, unless first invited (on an unsolicited basis in the case of proposed activities involving persons other than GigPeak or its subsidiaries) by GigPeak’s Board of Directors, or a special committee thereof, in writing, directly or indirectly: (a) in any way acquire, offer or propose to acquire acquire, or agree or seek to acquire, Beneficial Ownership directly or indirectly, by purchase or otherwise, greater than an aggregate of any (x) Stratus Common Stock if such acquisition would result in ▇▇▇▇▇▇▇ and its Affiliates having Beneficial Ownership of more than 24.9an additional 5% of the outstanding number of shares of Stratus Common Stockany class of voting securities (as defined below) of GigPeak or any subsidiary thereof, or of any successor to or person in control of GigPeak (yother than as a result of a Significant Event) or direct or indirect rights or options to acquire any such securities, or any material portion of the assets of GigPeak or any subsidiary or division thereof, or of any such successor or controlling person (other debt or equity securities than as a result of Stratusa Significant Event); (b) commence make any tender public announcement with respect to, or exchange offer for any securities of Stratus; (c) enter into or agreeagree to enter into, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, directly or indirectly, any acquisition transaction, merger transaction or other business combination relating to involving all or part of Stratus GigPeak or any of its subsidiaries or any acquisition transaction for all or part a material portion of the assets of Stratus GigPeak or any of its subsidiaries subsidiary or any of their respective businesses; (dc) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under used in the rules of the Securities and Exchange Act, disregarding clause (ivCommission) 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 StratusGigPeak or any subsidiary thereof; (e) call or seek to call a meeting of the shareholders of Stratus or initiate any stockholder proposal for action by shareholders of Stratus; (fd) 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 thereunderof 1934, as amended) (a “13D Group”) with respect to Stratus Common Stock or other debt or equity any voting securities of Stratus, GigPeak or seek, propose or otherwise act alone or in concert with others, to influence or control the management, board any of directors or policies of Stratusits subsidiaries; (ge) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or publicly announce or propose any of such activities to any other person; or (f) disclose any intention, plan or arrangement inconsistent consistent with any of the foregoing; (h) bring any action or otherwise act to contest the validity of foregoing in a manner that would require public disclosure thereof by GigPeak. Investor acknowledges that its activities not expressly prohibited by this Section 3.4 or seek a release of the restrictions contained herein, or make a request 10 may be subject to amend or waive any provision of this Section 3.4; or (i) take any actions which would be inconsistent with the purpose applicable federal and intent of this Section 3.4; provided that nothing in this Section 3.4 shall prevent ▇▇▇▇▇▇▇ or its Affiliates from voting any shares of Stratus Common Stock then Beneficially Owned by ▇▇▇▇▇▇▇ 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) ▇▇▇▇▇▇▇ and its Affiliates Beneficially Owning less than 5.0% of the issued and outstanding shares of Stratus Common Stockstate securities laws.