Common use of Standstill Agreement Clause in Contracts

Standstill Agreement. The Executive, during the twenty-four (24) month period commencing on the Effective Date, agrees that he shall not, and shall cause any person or entity controlled by him not to: (i) in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors of the Company; (iii) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (iv) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant of the Company (other than to fulfill his obligations under Section 5 of this Agreement); (v) otherwise act, alone or in concert with others, to seek to control or influence the management or Board or policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoing.

Standstill Agreement. The Executive(a) Notwithstanding any other provision of this Agreement, during but subject to Section 3.11, at any time before the twenty-four (24) month period commencing on end of the Effective DateStandstill Period, agrees that he shall not, and shall cause any person or entity controlled by him not to: (i) none of the Standstill Equityholders will in any manner acquiremanner, agree to acquire or make any proposal to acquire ownership directly or indirectly (includingwhether through an agent, but not limited to representative or otherwise), (i) effect (whether publicly or otherwise), participate in, provide or guarantee financing for any third parties in (A) any direct or indirect acquisition of any Common Stock (or beneficial ownership of Common Stock) or any option or other right to acquire any Common Stock except (w) by Sprint in accordance with Section 2.13(e) or 2.13(f) or by any Standstill Equityholder in accordance with Section 4.3 of the Transaction Agreement, (x) by means of a conversion of Units as defined provided in Rule 13d-3 under the Securities Exchange Act Operating Agreement and the Charter; (y) in a transaction expressly permitted under, and executed in accordance with, Article 3 of 1934, as amended this Agreement; or (the “Exchange Act”)z) pursuant to a Recapitalization Event; or (B) any direct or indirect acquisition of any securities entitled to vote of the assets of the Company, other than acquisitions of assets (I) in the election ordinary course of directors business, or (II) with a value of no more than $10 million in the aggregate, or of any businesses of the Company, or any option or other equity interests in right to acquire any of the foregoing (including from a third party), or (C) any tender or exchange offer, merger or other business combination involving the Company or any rights Subsidiary of the Company; (ii) form, join or options in any way participate in a “group” (as that term is defined for purposes of Sections 13 and 14 of the Exchange Act or any successor provisions) with respect to acquire any of the actions referred to in clause (i) above; or (iii) solicit, negotiate with or enter into any agreement with any third party with respect to any of the foregoing or make any public announcement of its intention or desire to do so. (b) The provisions of Section 3.7(a) will not apply to an acquisition of Common Stock by a Standstill Equityholder (i) if that Standstill Equityholder acquires (x) a Parent or (y) any other Person that holds Common Stock as part of the acquisition of an operating business, so long as in the case of clause (y) the Standstill Equityholder causes the Person to divest itself of the Common Stock within 180 days following the consummation of such ownership other than acquisition transaction, (ii) subject to Section 3.8, if that Standstill Equityholder has offered to purchase 100% of the outstanding Common Stock not owned by such Equityholder, and the offer (A) has been approved by a Simple Majority of the Board (excluding the Equityholder Designees of the applicable Standstill Equityholder) and (B) is subsequently accepted or approved by a majority of the voting power represented by the Voting Securities of the Company (excluding the Voting Securities of the Standstill Equityholder and its Permitted Transferees and Permitted Designees), either by the tendering of Voting Securities or by an affirmative vote at a meeting of the stockholders called to approve the transaction (a “Qualifying Purchase”), (iii) if (A) the acquisition of Common Stock pursuant is in response to a bona fide offer by a stockholder to sell its Common Stock to the Option AgreementsStandstill Equityholder in a private sale that would otherwise be prohibited by Section 3.7(a), (B) both (I) a Simple Majority of the Restricted Stock Agreements Board (excluding the Equityholder Designees of the applicable Standstill Equityholder), and (II) each of Sprint, Intel and the Warrant Agreement; Strategic Investor Representative (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors on behalf of the Company; (iiiStrategic Investor Group) have agreed to release the applicable Standstill Equityholder from its obligations under Section 3.7(a) with respect to any securities entitled to vote in the election of directors of the Companysuch acquisition, form, join or be part of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (iv) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant of the Company (other than to fulfill his obligations under Section 5 of this Agreement); (v) otherwise act, alone or in concert with others, to seek to control or influence the management or Board or policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoing.and

Standstill Agreement. The Executive(a) During the Applicable Period, during except as permitted by Section 4.6(b) or (c), the twenty-four Purchasers and their Affiliates will not (24and will not assist or encourage others to) month period commencing on the Effective Date, agrees that he shall not, and shall cause directly or indirectly in any person or entity controlled by him not to: manner: (i) in any manner acquire, or agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consentsacquire, directly or indirectly, alone or become a “participant” in concert with others, by purchase, gift or otherwise, any “solicitation” direct or indirect beneficial ownership (as such forms are defined in Regulation 14A within the meaning of Rule 13d-3 under the Exchange Act) of proxies or consents interest in any securities or direct or indirect rights, warrants or options to voteacquire, or seek securities convertible into or exchangeable for, any securities of the Company; (i) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to advise 18 vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act); provided, however, that the prohibition in this subparagraph (ii) shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule is in effect as of the date hereof; (ii) form, join or influence in any person way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Company; (iii) acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of the Company or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company, except for such assets as are then being offered for sale by the Company; (iv) enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under clauses (i), (ii) or (iii) of this Section 4.6(a); or (v) otherwise act in concert with others, to seek to offer to the Company or any of its shareholders any business combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of the Company or nominate any person as a director of the Company who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the shareholders of the Company. (b) Nothing herein shall prevent the Purchasers from purchasing any securities of the Company pursuant to the terms of this Agreement (including through exercise of its rights under Section 4.5 hereof) and Purchaser shall not be treated as having breached any covenant in this Agreement solely as a result of such purchase. (c) This Section 4.6 shall terminate and the Purchasers and their Affiliates shall have the right to acquire any securities of the Company without regard to the limitation on share ownership set forth in this Section 4.6 in the event that: (i) the Company has entered into (A) a merger agreement in which the holders of the Voting Securities would cease to hold a majority of the voting securities of the surviving corporation, (B) an agreement to sell all or substantially all its assets, or (C) an agreement to be acquired, business combination, consolidation or any such similar transaction, in each case with any Person other than a wholly-owned subsidiary of the Company; provided, however, the limitation shall continue if (1) the merger agreement is with a majority-owned subsidiary of the Company and the Company is to be the surviving corporation in the merger, or (2) the merger agreement or other agreements referred to in the foregoing clause (A), (B) or (C) is subsequently terminated or the transactions contemplated thereunder are not consummated; or (ii) a tender or exchange offer (other than a tender or exchange offer that the Company's Board of Directors has recommended be rejected) is made by any Person or 13D Group (as hereinafter defined) (other than an Affiliate of, or any Person acting in concert with, a Purchaser) to acquire Voting Securities which, if added to the Voting Securities (if any) already owned by such Person or 13D Group, would result, if consummated in accordance with its terms, in the beneficial ownership by such Person or 13D Group of more than 50% of the total voting power of all Voting Securities then outstanding, provided that the limitation shall be reinstated if such tender or exchange offer is withdrawn or terminated without such Person or 13D Group acquiring such 50% ownership level, and provided further, notwithstanding the termination or withdrawal of any such tender or exchange offer, any securities entitled of the Company acquired by the Purchasers or their Affiliates following the making of such tender or exchange offer and prior to vote such termination or withdrawal may be retained; or (iii) it is publicly disclosed or a Purchaser otherwise learns that Voting Securities representing more than 50% of the total voting power of all Voting Securities then outstanding are beneficially owned by any Person or 13D Group (other than an Affiliate of, or any person acting in concert with, a Purchaser); or (iv) a proxy contest (or similar incident) is made by any Person or 13D Group (other than an Affiliate of, or any Person acting in concert with a Purchaser) to elect individuals who at the beginning of any calendar year did not constitute the majority of the members of the Board of Directors of the Company then in office and the Purchasers, upon the advice of legal counsel and financial advisors, reasonably believe in good faith that such proxy contest will result in the election of directors individuals who will constitute a majority of members of the Company; (iii) with respect to any securities entitled to vote in the election Board of directors Directors of the Company, formbut who did not, join at the beginning of the calendar year, constitute the majority of the members of the Board of Directors of the Company then in office, provided that the limitation shall be reinstated if such proxy contest or be part similar incident is terminated or withdrawn without affecting the change in the Board of Directors referred to above and provided further that, notwithstanding the termination or withdrawal of any “group” such proxy contest or similar incident, any securities of the Company acquired by the Purchasers or their Affiliates following initiation of such proxy contest or similar incident and prior to such termination or withdrawal may be retained. (d) As used herein, the term "13D Group" shall mean any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder (as now in effect and based on present legal interpretations thereof) to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act); (iv) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant . Ownership of the Company (other than to fulfill his obligations Voting Securities under Section 5 of this Agreement); (v4.6(c) otherwise act, alone or in concert with others, to seek to control or influence the management or Board or policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoing.above and Section

Standstill Agreement. The Executive, during the twenty-four (24a) month period commencing on the Effective Date, Xxxxxx Xxxxxxxxx agrees that for a period of two (2) years following the execution of this Agreement (the “Standstill Period”), he shall not, and shall cause without the prior written consent of Empire Resorts, whether publicly or otherwise, directly or indirectly in any way assist, finance, influence or encourage any other person or entity controlled by him not entity, whether publicly or otherwise, initiate, make, effect, cause or seek, offer or propose to initiate or participate in or take a position with respect to: (i) in any manner acquire, agree acquisition or offer to acquire (by means of any tender or make exchange offer, merger or other business combination or any proposal to acquire ownership directly other manner) any securities (in excess of 4.9% of the outstanding voting securities) or indirectly (including, but not limited to assets of Empire Resorts or beneficial ownership (as defined in Rule 13d-3 under of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreementthereof; (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) disclosure of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors of the Company; (iii) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (iv) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant of the Company (other than to fulfill his obligations under Section 5 of this Agreement); (v) otherwise act, alone or in concert with others, to seek to control or influence the management or Board or policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; (iii) any discussions, arrangements, understandings, agreements or proposals with any person or entity inconsistent with any of the foregoing; (iv) seeking or proposing to influence, advise, change or control the management or Board of Directors of Empire Resorts, including, without limitation, by means of a solicitation of proxies or seeking to influence, advise or direct the vote of any holder of voting securities of Empire Resorts or (viiiv) advisetaking any action that might result in Empire Resorts having to make a public announcement regarding any of the matters referred to in clauses (i) through (iv) of this paragraph, or announce an intention to do, or enter into any arrangement or understanding or discussions with others to do, any of the actions restricted or prohibited under clauses (i) through (iv) of this paragraph. (b) Xxxxxx Xxxxxxxxx further agrees that, during the Standstill Period, he shall not, directly or indirectly in any way, whether publicly or otherwise, initiate, file, or commence any suit, action, litigation, lawsuit or claim, derivative, direct, class or otherwise (“Claim”), or investigate or assist in any such Claim against Empire Resorts or Kien Huat, Kok Thay Xxx, Xxxxx Au Xxxx Yew, and G. Xxxxxxx Xxxxx or any of their present and former officers, directors, stockholders, direct or indirect beneficial owners, employees, agents, employee benefit and/or pension plans or funds, trustees, administrators, attorneys, successors, heirs or successors, and each of their affiliates and assigns, and shall not assist, finance, influence or encourage any other person or entity from doing same. (c) The provisions in connection with any Section 5(b) of this Agreement are not intended to be, and do not constitute a release of future claims arising solely after execution of this Agreement during the foregoingStandstill Period.

Standstill Agreement. The Executive, during the twenty-four (24) month period commencing on the Effective Date, Investor agrees that he shall for a period of one year from the expiration of the Commitment Period, it will not, provided the Company has delivered to the Investor all Shares relating to prior Advance and shall cause has not defaulted on any person or entity controlled other obligations it has to the Investor and unless (x) specifically consented to in advance in writing by him not to: (i) in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act Board of 1934, as amended (the “Exchange Act”)) Directors of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options (y) required in order to acquire such ownership other than fulfill its obligations to purchase and sell the acquisition Shares as set forth in Article II of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant this Agreement; (ii) solicit proxies or consents, directly or indirectly, in any manner: (a) make, or become a “participant” in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” to vote (as such forms terms are defined used in Regulation 14A under the proxy rules promulgated pursuant to Section 14 of the Exchange Act) of proxies ), whether subject to or consents to voteexempt from the proxy rules, or seek to advise 18 or influence in any manner whatsoever any person or entity with respect to the voting of, of any equity securities entitled to vote in the election of directors of the Company; ; (iiib) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of in any way intentionally participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); Act with respect to any voting equity securities of the Company, other than a group comprised solely of the Investor and any of its controlling persons; (ivc) serveacquire, offer to acquire or agree to serveacquire, as a directoralone or in concert with others, nominee for directorby purchase, officerexchange or otherwise, employee or consultant (i) any of the assets, tangible and intangible, of the Company or any of its subsidiaries or (other than ii) direct or indirect rights, warrants or options to fulfill his obligations under Section 5 acquire any assets of this Agreement); the Company or any of its subsidiaries, in each case except for such assets as are then being offered for sale by the Company or any of its subsidiaries or otherwise are not material to the operations of the Company or any of its subsidiaries, either individually or in the aggregate; (vd) otherwise act, alone or in concert with others, to seek to control propose to the Company, any of its subsidiaries or any of their respective shareholders any merger, business combination, restructuring, recapitalization or other transaction involving the Company or any of its subsidiaries or otherwise seek, alone or in concert with others, to control, change or influence the management or management, the Board or the policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related any of its subsidiaries or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the management or control shareholders of the CompanyCompany or any of its subsidiaries; or (viie) disclose publicly announce an intention to do, or enter into any intentionarrangement or understanding with others to do, plan or arrangement inconsistent with any of the foregoing; actions restricted or (viii) advise, assist or encourage any other person in connection with any of the foregoingprohibited under this Section 3.10.

Standstill Agreement. The Executive, during the twenty-four (24) month period commencing on the Effective Date, Investor agrees that from the date hereof through the first to occur of (i) the date of receipt by the Company of $4,000,000 or more of proceeds from the sale of shares of Common Stock (excluding proceeds received from the exercise of stock options issued under any of the Company's stock option plans and excluding proceeds from the exercise of any existing warrants), (ii) the termination of the Agreement by the Investor pursuant to Section 4.3 as a result of uncured breaches of material representations, warranties or covenants by the Company, (iii) the termination of this Agreement pursuant to the second sentence of Section 4.3, or (iv) six months following the termination of this Agreement other than as described in (ii) or (iii) above, neither he shall notnor any of his Affiliates or Associates shall, and shall cause any person directly or entity controlled by him not to: indirectly: (a) (i) in any manner acquire, agree to acquire or make any proposal offer to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consentsacquire, directly or indirectly, by purchase or become otherwise, beneficial ownership of any Voting Securities other than directly from the Company, or (ii) propose to enter into, directly or indirectly, any merger, tender or exchange offer, restructuring or business combination or joint venture transaction involving the Company or any of its subsidiaries or the assets of the Company or any of its subsidiaries, or (iii) propose to purchase, directly or indirectly, a “participant” material portion of the assets of the Company or any of its subsidiaries; (b) solicit," or participate in any “the "solicitation” " of, "proxies" (as such forms terms are defined or used in Regulation 14A Rule 14a-1 under the Exchange Act) in opposition to the recommendation of proxies the majority of the Board of Directors of the Company or consents to vote, or seek to advise 18 or influence any person become a participant in an election contest with respect to the voting of, any securities entitled to vote in the election of directors of the Company; Company or otherwise influence or affect the vote of any shareholder; (iiic) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of any “participate in a partnership, limited partnership, syndicate or other "group” " (within the meaning of as defined in Section 13(d)(3) of the Exchange Act); (iv) serveor enter into any contract, arrangement, understanding or agree to serve, as a director, nominee for director, officer, employee relationship or consultant of the Company (other than to fulfill his obligations under Section 5 of this Agreement); (v) otherwise act, alone or act in concert with othersany other person for the purpose of acquiring, to holding, voting or disposing of Voting Securities or calling any special meeting of shareholders; (d) other than in his capacity as a director or chief executive officer, seek to control appoint, elect or influence the management or Board or policies remove any member of the Company; (vi) initiate any communications with any employee Board of the Company concerning any possible acquisition Directors of the Company or transaction related seek to the management affect or control of influence the Company; (vii) disclose any intention's management, plan Board of Directors, business or arrangement inconsistent with any of the foregoing; affairs or (viii) advise, assist or encourage any other person in connection with any of the foregoing.make

Standstill Agreement. The ExecutiveUntil March 1, during 2000, except as contemplated by the twenty-four Basic Agreements or unless such shall have been specifically invited in writing by the Board of Directors of the Company, neither the Purchaser or Purchaser's Parent nor any of the Purchaser's or Purchaser's Parent's Representatives, as defined below, will in any manner, directly or indirectly, (24a) month period commencing on the Effective Dateeffect or seek, agrees that he shall notoffer or propose (whether publicly or otherwise) to effect, and shall or cause or participate in or in any way assist any other person to effect or entity controlled by him not to: seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (ii) any tender or exchange offer or merger or other business combination involving the Company or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, (b) form, join or in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly way participate in a "group" (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended amended), (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors of the Company; (iii) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (iv) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant of the Company (other than to fulfill his obligations under Section 5 of this Agreement); (vc) otherwise act, alone or in concert with others, to seek to control or influence the management or management, Board of Directors or policies of the Company; , (vid) initiate take any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoing.action which might

Standstill Agreement. The ExecutiveEach Holder hereby covenants to and agrees with the Company that, during the twenty-four (24) month period commencing on the Effective Dateof this Agreement, agrees that he shall such Holder will not, and shall cause any person his or entity controlled by him its affiliates, officers, directors, employees, counsel, investment bankers, consultants and other representatives (such persons being generally referred to herein as “Representatives”) not to: to (i) in any manner acquire, agree to acquire and such Holder and its Representatives will not assist or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consents, directly or indirectly, or become form a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors of the Company; (iii) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of any “group” (within the meaning of Section 13(d)(3) of the Exchange ActAct to act in concert or participate with or encourage other persons to); , directly or indirectly, other than as permitted by this Agreement, (ivi) serveacquire or offer to acquire, seek, propose or agree to serveacquire, as by means of a directorpurchase, nominee for directortender or exchange offer, officerbusiness combination or in any other manner, employee beneficial ownership of any Common Stock or consultant other securities of the Company, including rights or options to acquire such ownership, (ii) seek or propose to influence, advise, change or control the management, the Board, governing instruments or policies or affairs of the Company in any way, including, without limitation, by means of a solicitation of proxies (as such terms are defined in Rule 14a-1 under the Exchange Act), or by means of the submission or promotion or other than support of any “proposal”, including any proposals as defined in Rule 14a-8 under the Exchange Act and (iii) seek or propose to fulfill his obligations under Section 5 influence, advise or direct the vote of this Agreement); (v) otherwise act, alone any holder of Common Stock or in concert with others, to seek to control or influence the management or Board or policies other securities of the Company; (vi) initiate provided, however, that the Holder may take any communications with any employee of the Company concerning any possible acquisition foregoing actions listed in (ii) or (iii) above if such actions are in good faith (A) not taken with the aim, intent or effect of controlling the Board or the Company or transaction related (B) appointing additional members to the management Board besides the Designated Directors. The Holders agree that they will not appoint or control of the Company; cause to be appointed any directors (viieach, a “Holder Director”) disclose any intention, plan or arrangement inconsistent with by any of the foregoing; foregoing means to, or (viii) advisepermit any Holder Director to serve on, assist the Board if the number of Holder Directors thereon, including the Designated Directors, would be more than the number of Designated Directors provided for by Section 4 hereof. The term “person” as used in this Section 5 shall be broadly interpreted to include, without limitation, the media and any corporation, company, group, partnership or encourage any other person individual. The term “affiliate” as used in connection with any this Section 5 shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act. The term “control” shall mean the possession, direct or indirect, of the foregoingpower to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Standstill Agreement. The ExecutiveExcept as otherwise permitted in this Agreement, during the twenty-four (24) month Purchaser covenants that, for a period commencing on of five years after the Effective Datedate hereof, agrees that he shall without the prior written consent of the Company, the Purchaser will not, and shall will cause any person or entity controlled by him each of its Affiliates not to: , singly or as part of a "partnership, limited partnership, syndicate or other group" (ias those terms are used within the meaning of Section 13(d)(3) in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) , which meanings shall apply for all purposes of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant this Agreement; (ii) solicit proxies or consents), directly or indirectly, through one or become a “participant” more intermediaries or otherwise: (a) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise (other than as may be otherwise permitted in this Section 3.3), any Securities, except (i) pursuant to the Warrants, (ii) pursuant to the Company's dividend reinvestment plan, (iii) if (after giving effect to such purchase) the Purchaser and its Affiliates collectively own less than 5% of the Fully Diluted Common Stock or (iv) by way of stock dividends, stock splits, reorganization, recapitalization, merger, consolidation or like distributions made available to holders of the Common Stock generally; (b) make, or in any “way participate, directly or indirectly, in, any "solicitation” " of "proxies" (as such forms terms are defined or used in Regulation 14A under of the Exchange Act) by Persons other than the Company with respect to Securities (including by the execution of proxies actions by written consent), become a "participant" in any "election contest" (as such terms are defined or consents to vote, or seek to advise 18 or influence any person used in Rule 14a-11 of the Exchange Act) with respect to the voting Company other than in concurrence with actions initiated or supported by the Board; (c) initiate, propose or otherwise solicit, or participate in the solicitation of, stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act or induce any securities entitled other individual or entity to vote in the election of directors of initiate any stockholder proposal relating to the Company; (iiid) with respect to any securities entitled to vote directly or indirectly participate in or encourage the election of directors of the Company, form, join or be part formation of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); (iv) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant group that seeks control of the Company (other than to fulfill his obligations under as may be otherwise permitted in this Section 5 3.3) or for the purpose of circumventing any provision of this Agreement); (ve) otherwise actother than in connection with a competing proposal in respect of any such action taken by a third party without the direct or indirect assistance of the Purchaser or its Affiliates, solicit, seek or offer to effect with any third party, or make any statement or proposal, whether written or oral, either alone or in concert with others, with respect to seek to control any form of business combination or influence transaction involving the management Company or Board any subsidiary thereof, including, without limitation, a merger, exchange offer or policies liquidation of the Company; (vi) initiate 's assets, or instigate or encourage any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related third party to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with do any of the foregoing; (f) deposit any Securities into a trust or subject any Securities to any arrangement or agreement with respect to the voting thereof or take any action by written consent in lieu of a meeting, in any such case that seeks control of the Company (except as may be otherwise permitted in this Section 3.3) or for the purpose of circumventing any provision of this Agreement; or (viiig) advise, assist or encourage any other person than in connection with a competing proposal in respect of any such action taken by a third party without the direct or indirect assistance of the foregoingPurchaser or its Affiliates, otherwise act, directly or indirectly, alone or in concert with others (including by providing financing for another party) to seek or offer to acquire control of the Company.

Standstill Agreement. The Executive(a) During the Applicable Period, during except as permitted by Section 4.6(b) or (c), the twenty-four Purchasers and their Affiliates will not (24and will not assist or encourage others to) month period commencing on the Effective Date, agrees that he shall not, and shall cause directly or indirectly in any person or entity controlled by him not to: manner: (i) in any manner acquire, or agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consentsacquire, directly or indirectly, alone or become a “participant” in concert with others, by purchase, gift or otherwise, any “solicitation” direct or indirect beneficial ownership (as such forms are defined in Regulation 14A within the meaning of Rule 13d-3 under the Exchange Act) of proxies or consents interest in any securities or direct or indirect rights, warrants or options to voteacquire, or seek securities convertible into or exchangeable for, any securities of the Company; (ii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to advise 18 vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Exchange Act); provided, however, that the prohibition in this subparagraph (ii) shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule is in effect as of the date hereof; (iii) form, join or influence in any person way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Company; (iv) acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of the Company or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company, except for such assets as are then being offered for sale by the Company; (v) enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under clauses (i), (ii) or (iii) of this Section 4.6(a); or (vi) otherwise act in concert with others, to seek to offer to the Company or any of its shareholders any business combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of the Company or nominate any person as a director of the Company who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the shareholders of the Company. (b) Nothing herein shall prevent the Purchasers from purchasing any securities of the Company pursuant to the terms of this Agreement (including through exercise of its rights under Section 4.5 hereof) and Purchaser shall not be treated as having breached any covenant in this Agreement solely as a result of such purchase. (c) This Section 4.6 shall terminate and the Purchasers and their Affiliates shall have the right to acquire any securities of the Company without regard to the limitation on share ownership set forth in this Section 4.6 in the event that: (i) the Company has entered into (A) a merger agreement in which the holders of the Voting Securities would cease to hold a majority of the voting securities of the surviving corporation, (B) an agreement to sell all or substantially all its assets, or (C) an agreement to be acquired, business combination, consolidation or any such similar transaction, in each case with any Person other than a wholly-owned subsidiary of the Company; provided, however, the limitation shall continue if (1) the merger agreement is with a majority-owned subsidiary of the Company and the Company is to be the surviving corporation in the merger, or (2) the merger agreement or other agreements referred to in the foregoing clauses (A), (B), or (C) is subsequently terminated or the transactions contemplated thereunder are not consummated; or (ii) a tender or exchange offer (other than a tender or exchange offer that the Company's Board of Directors has recommended be rejected) is made by any Person or 13D Group (as hereinafter defined) (other than an Affiliate of, or any Person acting in concert with, a Purchaser) to acquire Voting Securities which, if added to the Voting Securities (if any) already owned by such Person or 13D Group, would result, if consummated in accordance with its terms, in the beneficial ownership by such Person or 13D Group of more than 50% of the total voting power of all Voting Securities then outstanding, provided that the limitation shall be reinstated if such tender or exchange offer is withdrawn or terminated without such Person or 13D Group acquiring such 50% ownership level, and provided further, notwithstanding the termination or withdrawal of any such tender or exchange offer, any securities entitled of the Company acquired by the Purchasers or their Affiliates following the making of such tender or exchange offer and prior to vote such termination or withdrawal may be retained; or (iii) it is publicly disclosed or a Purchaser otherwise learns that Voting Securities representing more than 50% of the total voting power of all Voting Securities then outstanding are beneficially owned by any Person or 13D Group (other than an Affiliate of, or any person acting in concert with, a Purchaser); or (iv) a proxy contest (or similar incident) is made by any Person or 13D Group (other than an Affiliate of, or any Person acting in concert with a Purchaser) to elect individuals who at the beginning of any calendar year did not constitute the majority of the members of the Board of Directors of the Company then in office and the Purchasers, upon the advice of legal counsel and financial advisors, reasonably believe in good faith that such proxy contest will result in the election of directors individuals who will constitute a majority of members of the Company; (iii) with respect to any securities entitled to vote in the election Board of directors Directors of the Company, formbut who did not, join at the beginning of the calendar year, constitute the major- ity of the members of the Board of Directors of the Company then in office, provided that the limitation shall be reinstated if such proxy contest or be part similar incident is terminated or withdrawn without affecting the change in the Board of Directors referred to above and provided further that, notwithstanding the termination or withdrawal of any “group” such proxy contest or similar incident, any securities of the Company acquired by the Purchasers or their Affiliates following initiation of such proxy contest or similar incident and prior to such termination or withdrawal may be retained. (d) As used herein, the term "13D Group" shall mean any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder (as now in effect and based on present legal interpretations thereof) to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act); (iv. Ownership of Voting Securities under Section 4.6(c) serve, or agree to serve, as a director, nominee for director, officer, employee or consultant above and Section 4.5(d) above shall be determined in accordance with Rule 13d-3 of the Company (other than to fulfill his obligations under Section 5 of this Agreement); (v) otherwise act, alone or Exchange Act as currently in concert with others, to seek to control or influence the management or Board or policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoingeffect.

Standstill Agreement. The Executive, Investor agrees that during the twenty-four (24) month term of this Agreement and for a period commencing on of one year from the Effective Dateexpiration of the Commitment Period, agrees that he shall it will not, provided the Company has delivered to the Investor all Shares relating to any prior Advance and shall cause has not defaulted on any person or entity controlled other obligations it has to the Investor and unless (x) specifically consented to in advance in writing by him not to: (i) in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act Board of 1934, as amended (the “Exchange Act”)) Directors of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options (y) required in order to acquire such ownership other than fulfill its obligations to purchase and sell the acquisition Shares as set forth in Article II of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant this Agreement; (ii) solicit proxies or consents, directly or indirectly, in any manner: (a) make, or become a “participant” in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” to vote (as such forms terms are defined used in Regulation 14A under the proxy rules promulgated pursuant to Section 14 of the Exchange Act) of proxies ), whether subject to or consents to voteexempt from the proxy rules, or seek to advise 18 or influence in any person manner whatsoever any Person with respect to the voting of, of any equity securities entitled to vote in the election of directors of the Company; (iii) with respect to any securities entitled to vote in the election of directors of the Company, or seek, directly or indirectly and whether individually or with any other person or group, to influence the management or policies of the Company; (b) form, join or be part of in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); Act with respect to any voting securities of the Company; (ivc) serveacquire, offer to acquire or agree to serveacquire, as a directoralone or in concert or otherwise with others, nominee for directorby purchase, officerexchange or otherwise, employee or consultant (i) any of the assets, tangible and intangible, of the Company or any of its subsidiaries or (other than ii) direct or indirect rights, warrants or options to fulfill his obligations under Section 5 acquire any assets or securities of this Agreement); the Company or any of its subsidiaries; (vd) otherwise act, alone or in concert or otherwise with others, to seek to control propose to the Company, any of its subsidiaries or any of their respective shareholders any merger, business combination, restructuring, recapitalization or other transaction involving the Company or any of its subsidiaries or otherwise seek, alone or in concert or otherwise with others, to control, change or influence the management or management, the Board or policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition Directors of the Company or transaction related to the management or control policies of the CompanyCompany or any of its subsidiaries or nominate any person as a director, or propose any matter to be voted upon by the shareholders of the Company or any of its subsidiaries; or (viie) disclose purchase or hold, or exercise any intentionrights with respect to, plan any securities of the Company or arrangement inconsistent any of its subsidiaries, either alone or in concert or otherwise with any other person or any group; and (f) publicly announce an intention to do, or enter into any arrangement, understanding or agreement with others to do, any of the foregoing; actions restricted or (viii) advise, assist or encourage any other person in connection with any of the foregoingprohibited under this Section 3.10.

Standstill Agreement. The Executive, during the twenty-four (24) month period commencing on the Effective Date, Investor agrees that he shall for a period of one year from the expiration of the Commitment Period, it will not, and shall cause any person or entity controlled by him not to: (i) in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any securities entitled to vote in the election of directors or other equity interests in provided the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant has delivered to the Option Agreements, Investor all Shares and/or cash relating to prior Advances (including any Big Advances) and unless (x) specifically consented to in advance in writing by the Restricted Stock Agreements Board or (y) required in order to fulfill its obligations to purchase and sell the Warrant Shares as set forth in Article II of this Agreement; (ii) solicit proxies or consents, directly or indirectly, in any manner: (a) make, or become a “participant” in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” to vote (as such forms terms are defined used in Regulation 14A under the proxy rules promulgated pursuant to Section 14 of the Exchange Act) of proxies ), whether subject to or consents to voteexempt from the proxy rules, or seek to advise 18 or influence in any manner whatsoever any person or entity with respect to the voting of, of any equity securities entitled to vote in the election of directors of the Company; ; (iiib) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of in any way intentionally participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act); Act with respect to any voting equity securities of the Company; (ivc) serveacquire, offer to acquire or agree to serveacquire, as a directoralone or in concert with others, nominee for directorby purchase, officerexchange or otherwise, employee or consultant (i) any of the assets, tangible and intangible, of the Company or any of its subsidiaries or (other than ii) direct or indirect rights, warrants or options to fulfill his obligations under Section 5 acquire any assets of this Agreement); the Company or any of its subsidiaries, in each case except for such assets as are then being offered for sale by the Company or any of its subsidiaries or otherwise are not material to the operations of the Company or any of its subsidiaries, either individually or in the aggregate; (vd) otherwise act, along or in concert with others, to seek to propose to the Company, any of its subsidiaries or any of their respective shareholders any merger, business combination, restructuring, recapitalization or other transaction involving the Company or any of its subsidiaries or otherwise seek, alone or in concert with others, to seek to control control, change or influence the management or management, the Board or the policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related any of its subsidiaries or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the management or control shareholders of the CompanyCompany or any of its subsidiaries; or (viie) disclose publicly announce an intention to do, or enter into any intentionarrangement or understanding with others to do, plan or arrangement inconsistent with any of the foregoing; actions restricted or (viii) advise, assist or encourage any other person in connection with any of the foregoingprohibited under this Section 3.07.

Standstill Agreement. The Executive, during the twenty-four (24) month period commencing on the Effective Date, Investor agrees that he shall for a period of one year from the date of this Agreement, it will not, and shall cause any person or entity controlled unless (x) specifically consented to in advance in writing by him not to: (i) in any manner acquire, agree to acquire or make any proposal to acquire ownership directly or indirectly (including, but not limited to beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act Board of 1934, as amended Directors of the Company (the “Exchange Act”)"Board") or (y) required in order to fulfill its obligations to purchase and sell the Shares as set forth in Article II of any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant this Agreement; (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “manner: (a) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation” " of "proxies" to vote (as such forms terms are defined used in Regulation 14A under the proxy rules promulgated pursuant to Section 14 of the Exchange Act) of proxies ), whether subject to or consents to voteexempt from the proxy rules, or seek to advise 18 or influence in any manner whatsoever any person or entity with respect to the voting of, of any equity securities entitled to vote in the election of directors of the Company; ; (iiib) with respect to any securities entitled to vote in the election of directors of the Company, form, join or be part of in any “way intentionally participate in a "group” (" within the meaning of Section 13(d)(3) of the Exchange Act); Act with respect to any voting equity securities of the Company, other than a group comprised solely of the Investor and any of its controlling persons; (ivc) serveacquire, offer to acquire or agree to serveacquire, as a directoralone or in concert with others, nominee for directorby purchase, officerexchange or otherwise, employee or consultant (i) any of the assets, tangible and intangible, of the Company or any of its subsidiaries or (other than ii) direct or indirect rights, warrants or options to fulfill his obligations under Section 5 acquire any assets of this Agreement); the Company or any of its subsidiaries, in each case except for such assets as are then being offered for sale by the Company or any of its subsidiaries or otherwise are not material to the operations of the Company or any of its subsidiaries, either individually or in the aggregate; (vd) otherwise act, alone or in concert with others, to seek to control propose to the Company, any of its subsidiaries or any of their respective shareholders any merger, business combination, restructuring, recapitalization or other transaction involving the Company or any of its subsidiaries or otherwise seek, alone or in concert with others, to control, change or influence the management or management, the Board or the policies of the Company; (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related any of its subsidiaries or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the management or control shareholders of the CompanyCompany or any of its subsidiaries; or (viie) disclose publicly announce an intention to do, or enter into any intentionarrangement or understanding with others to do, plan or arrangement inconsistent with any of the foregoing; actions restricted or (viii) advise, assist or encourage any other person in connection with any of the foregoingprohibited under this Section 3.12.

Standstill Agreement. The Executive(a) Notwithstanding any other provision of this Agreement, during but subject to Section 3.11, at any time before the twenty-four (24) month period commencing on end of the Effective DateStandstill Period, agrees that he shall not, and shall cause any person or entity controlled by him not to: (i) none of the Standstill Equityholders will in any manner acquiremanner, agree to acquire or make any proposal to acquire ownership directly or indirectly (includingwhether through an agent, but not limited to representative or otherwise), (i) effect (whether publicly or otherwise), participate in, provide or guarantee financing for any third parties in (A) any direct or indirect acquisition of any Common Stock (or beneficial ownership of Common Stock) or any option or other right to acquire any Common Stock except (w) by Sprint in accordance with Section 2.13(e) or 2.13(f) or by any Standstill Equityholder in accordance with Section 4.3 of the Transaction Agreement, (x) by means of a conversion of Units as defined provided in Rule 13d-3 under the Securities Exchange Act Operating Agreement and the Charter; (y) in a transaction expressly permitted under, and executed in accordance with, Article 3 of 1934, as amended this Agreement; or (the “Exchange Act”)z) pursuant to a Recapitalization Event; or (B) any direct or indirect acquisition of any securities entitled to vote of the assets of the Company, other than acquisitions of assets (I) in the election ordinary course of directors business, or (II) with a value of no more than $10 million in the aggregate, or of any businesses of the Company, or any option or other equity interests in right to acquire any of the foregoing (including from a third party), or (C) any tender or exchange offer, merger or other business combination involving the Company or any rights Subsidiary of the Company; (ii) form, join or options in any way participate in a “group” (as that term is defined for purposes of Sections 13 and 14 of the Exchange Act or any successor provisions) with respect to acquire any of the actions referred to in clause (i) above; or (iii) solicit, negotiate with or enter into any agreement with any third party with respect to any of the foregoing or make any public announcement of its intention or desire to do so. (b) The provisions of Section 3.7(a) will not apply to an acquisition of Common Stock by a Standstill Equityholder (i) if that Standstill Equityholder acquires (x) a Parent or (y) any other Person that holds Common Stock as part of the acquisition of an operating business, so long as in the case of clause (y) the Standstill Equityholder causes the Person to divest itself of the Common Stock within 180 days following the consummation of such ownership other than acquisition transaction, (ii) subject to Section 3.8, if that Standstill Equityholder has offered to purchase 100% of the outstanding Common Stock not owned by such Equityholder, and the offer (A) has been approved by a Simple Majority of the Board (excluding the Equityholder Designees of the applicable Standstill Equityholder) and (B) is subsequently accepted or approved by a majority of the voting power represented by the Voting Securities of the Company (excluding the Voting Securities of the Standstill Equityholder and its Permitted Transferees and Permitted Designees), either by the tendering of Voting Securities or by an affirmative vote at a meeting of the stockholders called to approve the transaction (C) (a “Qualifying Purchase”), (iii) if (A) the acquisition of Common Stock pursuant is in response to a bona fide offer by a stockholder to sell its Common Stock to the Option AgreementsStandstill Equityholder in a private sale that would otherwise be prohibited by Section 3.7(a), (B) both (I) a Simple Majority of the Board (excluding the Equityholder Designees of the applicable Standstill Equityholder), the Restricted Stock Agreements and (II) each of Sprint, Intel and the Warrant Agreement; Strategic Investor Representative (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors on behalf of the Company; (iiiStrategic Investor Group) have agreed to release the applicable Standstill Equityholder from its obligations under Section 3.7(a) with respect to any securities entitled such acquisition, and (C) each other Equityholder that then has preemptive rights under Section 3.5 has been offered the opportunity to vote participate in such transaction on a pro rata basis in accordance with its Percentage Interest (relative to the election Percentage Interests of directors of the Companythose Equityholders that elect to participate in such transaction), form, join or be part of any “group” (within the meaning of Section 13(d)(3) of the Exchange Act); or (iv) serveas provided in Section 3.7(c). (c) If the Company issues Non-Preemptive Rights Securities (as defined below), or agree to servethe following will apply: (i) Notwithstanding the provisions of Section 3.7(a), as a director, nominee for director, officer, employee or consultant each of the Company Standstill Equityholders will have the right to acquire, in the open market, the number of shares of Common Stock necessary to cause the Percentage Interest of that Standstill Equityholder to equal (to the nearest whole share) what it would be if the Non-Preemptive Rights Securities had not been issued (as adjusted for Recapitalization Events). Any acquisition or Transfer of Equity Securities by a Standstill Equityholder after the date of the applicable issuance of Non-Preemptive Rights Securities (other than in connection with a Recapitalization Event), whether under this Agreement or otherwise, will not affect the number of shares of Common Stock that a Standstill Equityholder is permitted to fulfill his obligations under acquire in accordance with this Section 5 3.7(c). (ii) On each March 31st, June 30th, September 30th and December 31st during the term of this Agreement, the Company will notify the Standstill Equityholders in writing of any issuances of Non-Preemptive Rights Securities that have occurred since the date of the most recently delivered notice under this Section 3.7(c)(ii); . (iii) If the Company issues Non-Preemptive Rights Securities, a Standstill Equityholder will be deemed to have a Percentage Interest for all purposes under this Agreement, for a period of 30 days after such Standstill Equityholder has received notice from the Company of such issuance, equal to its Percentage Interest immediately prior to the issuance of such Non-Preemptive Rights Securities. At the end of such 30-day period, the Percentage Interest of such Standstill Equityholder will convert to its actual Percentage Interest. (iv) For purposes of this Agreement, “Non-Preemptive Rights Securities” means and includes any Equity Securities, including Equity Securities issued in respect of options, warrants, convertible securities or other rights to purchase or acquire Equity Securities, in each case, that are excluded from the definition of New Securities under Section 3.5(f) (other than those excluded under clauses (i), (iii), (v) otherwise act, alone or in concert with others, to seek to control or influence the management or Board or policies of the Company; and (vi) initiate any communications with any employee of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoingthereof).

Standstill Agreement. The ExecutiveFor a period of two (2) years from the date of this Agreement, during the twenty-four (24) month period commencing on the Effective DatePurchasers, agrees that he together with their Affiliates and Associates shall not, and shall cause any person directly or entity controlled by him not to: indirectly, alone or in concert with others: (ia) in any manner acquire, agree offer to acquire or make any proposal agree to acquire, or announce an intention to acquire ownership directly or indirectly (includingoffer to acquire, but not whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited to beneficial ownership partnership, syndicate or other "group" as defined in Rule 13d-3 under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement (the “"Exchange Act”"), and Rule 13d-5 promulgated thereunder or otherwise, or obtain a right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or obtain the right to vote or dispose of or have "Beneficial Ownership" of (as determined pursuant to Section 1(e) of the Rights Plan), including pursuant to any agreement, arrangement or understanding, whether or not in writing, or otherwise, any securities entitled to vote in the election of directors or other equity interests in the Company or any rights or options to acquire such ownership other than the acquisition of Common Stock pursuant to the Option Agreements, the Restricted Stock Agreements and the Warrant Agreement; (ii) solicit proxies or consents, directly or indirectly, or become a “participant” in any “solicitation” (as such forms are defined in Regulation 14A under the Exchange Act) of proxies or consents to vote, or seek to advise 18 or influence any person with respect to the voting of, any securities entitled to vote in the election of directors of the Company; Company or any subsidiary thereof in an amount equal to or greater than 20%; (iiib) except with respect to any securities entitled to vote in the election approval of directors the Board of Directors of the Company, formseek election to, join seek to place a representative on, or be part seek the removal of any “group” (within member of, the meaning of Section 13(d)(3) Board of the Exchange Act); Directors of the Company; (ivc) serveexcept for a request made solely to the Board of Directors of the Company, request, or agree announce its intention to serverequest, as a directorthe Company (or its officers, nominee for directoremployees or agents) to amend or waive any provision of this Agreement. In addition to the foregoing prohibitions, officerPurchasers acknowledge that they are bound by the terms of the Rights Plan and the First Amendment. Purchasers shall not, employee or consultant however, be prohibited from consulting with the Board of Directors of the Company (other than with respect to fulfill his obligations under Section 5 of this Agreement); (v) otherwise act, alone or in concert with others, to seek to control or influence business matters normally discussed between shareholders and the management or Board or policies board of the Company; (vi) initiate any communications with any employee directors of the Company concerning any possible acquisition of the Company or transaction related to the management or control of the Company; (vii) disclose any intention, plan or arrangement inconsistent with any of the foregoing; or (viii) advise, assist or encourage any other person in connection with any of the foregoinga publicly-traded company.